Fredrikson & Byron, P.A. - Summer Program

Corporate/Transactional
Litigation
Business Development
General Firm

Corporate/Transactional

July 28, 2011: Direct Mail Advertising and Sales Tax Challenges: Navigating State Policies

Strafford Webinar

Direct mail promotional materials and customer bills sent by direct mail play significant roles in corporate marketing and customer service, respectively. Direct mail advertising involves vexing, widely varying aspects of state sales tax policy with which company tax professionals and advisors must stay abreast.

For example, the invoice price to produce an ad circular is taxable in many states. However, if the material is distributed by a fulltime direct mail company, or if it is inserted into a newspaper, it may be tax-exempt in other states. Numerous questions and potential problems abound with direct mail. What is the location to which sales tax is sourced? What about outsourced production of bills using a digital customer list? What are the use tax implications? Can a state declare nexus based simply upon the mailing of a company catalog there?

The panel of experienced sales tax advisors helped clarify the murky waters of state tax policy toward direct mail, both for tax specialists who deal in that industry and state tax consultants.

July 28, 2011: Deal Consummation Risk in M&A Transactions

Featured: James L. Kelly, Partner, Pillsbury Winthrop Shaw Pittman, New York & Igor Kirman, Partner, Wachtell Lipton Rosen & Katz, New York

An increase in failed merger deals in recent years pushed buyers and sellers to aggressively negotiate deal provisions relating to consummation risks in merger agreements. MAC clauses, reverse break-up fees, specific performance and financing contingencies are common features of today’s M&A deals.

During the height of the credit crisis, attempts to escape merger deals triggered several hotly-contested lawsuits. Counsel advising buyers and sellers should cautiously consider which provisions are most suitable and carefully negotiate them when structuring deals. An authoritative panel of merger & acquisition attorneys outlined best practices for negotiating deal consummation risk provisions in M&A transactions, focusing specifically on MAC clauses, reverse-termination fees, specific performance and financing contingencies.

July 27, 2011: Fiduciary Duties in M&A

Featured: Ryan Brauer and Jamie Snelson

This session provided an overview of the fiduciary duties of corporate directors in the context of a sale of the business. Ryan and Jamie also discussed the standards of review courts employ when evaluating breach of fiduciary duty claims and addressed special issues that arise when the acquisition target has a controlling stockholder or multiple classes/series of outstanding stock.

July 19, 2011: Risk Transfer in Commercial Contracts

Featured: Skip Durocher, Partner, Dorsey & Whitney, Minneapolis and D. Hull Youngblood, Partner, Youngblood & Associates, Austin, Texas

The indemnity clause is the most common and powerful clause in commercial contracts. It allows parties to allocate risk and reduce financial exposure in the event the contract is breached. Over the years, courts have become increasingly restrictive in their interpretation of indemnity provisions. Commercial contracts also often require that one party provide additional insured coverage for the other party. However, the standard language in insurance policies addressing additional insured coverage has been significantly narrowed over time.

When negotiating and drafting indemnity, insurance and risk limitation clauses, both parties must understand and anticipate potential statutory and insurance claim limitations, as well as enforcement and procedural hurdles. Using boilerplate provisions can be dangerous. An authoritative panel of business attorneys explained best practices for crafting and negotiating indemnity, insurance, and risk limitation provisions in commercial contracts. The panel also provided strategies for avoiding common negotiation pitfalls.

July 19, 2011: Shale Gas Drilling and Development: Meeting the Legal Challenges

Strafford Webinar

Featured: Seth v.d.H. Cooley, Partner, Duane Morris, Philadelphia; R. Trent Taylor, Partner, McGuireWoods, Richmond, VA; Kristie M. Tice, Counsel, Vinson & Elkins, Houston; and David M. DeSalle, Partner, Duane Morris, Washington, D.C.

Shale gas development is perhaps the biggest energy boom in recent years. While shale gas exploration is not new, the last few years have seen a significant increase in activity—and a number of legal issues have surfaced as a result. Over the next 10 years, some 30,000 wells are expected in the Marcellus Shale, one of the five big shales in the U.S. The industry has seen shale gas jump from 1% to 25% of the natural gas supply in the last decade and that percentage is expected to grow even higher.

Lease negotiations are complex, involving issues such as royalty fees and environmental indemnification. Permits and approvals must be obtained for drilling, water use and zoning, among others. Lawsuits alleging contamination of groundwater and air have increased significantly in recent years. Companies and counsel must understand the myriad legal issues involved in shale gas drilling. An authoritative panel examined the important legislative, regulatory, and litigation developments and offered best practices for addressing the legal challenges in lease negotiations, permitting, environmental protection and litigation.

July 13, 2011: Feed-In Tariffs and Renewable Energy

Strafford Webinar

Featured: Keith M. Casto, Partner, Shook Hardy & Bacon, San Francisco and Lyle D. Larson, Partner, Balch & Bingham, Birmingham, Ala.

Feed-in tariffs (FITs) are used throughout the world to promote renewable energy technology. States and municipalities are increasingly turning to FITs to promote the development of new power resources. Counsel to renewable energy producers and utilities must understand the key challenges involved. A threshold challenge is in proper structuring. Several issues come into play that impact the FIT: the reverse auction vs. single price clearing mechanism, inclusion of publicly and investor-owned utilities, the size and type of projects, and discrimination against out-of-state projects.

Another critical challenge is raised by preemption. FERC recently issued the first order ruling on its role in a state-approved feed-in tariff, identifying conditions under which federal law governing wholesale electricity sales in interstate commerce would not preempt California's feed-in tariff. An authoritative panel of energy attorneys examined the issues of preemption and integration with renewable energy standards, discussed recent developments at both the state and federal level, and offered guidance for using the renewable program.

July 7, 2011: RIA Checkpoint: A Review & Look At New Features

Featured: Diane Claeys, Lead Client Services Manager, Thomson Reuters

Diane provided a brief review but mainly focused on new features and navigation in this informative session which offered examples from the Federal suite and Federal primary resources.

June 28, 2011: Legal Opinions

Featured: Eric Anderson, Lynn Gardin, Tom Garton, Dave Grorud, and Jessica Manivasager

Members of the firm’s Opinion Committee provided information about what “opinions” attorneys are required to have the Opinion Committee review, and who on the Opinion Committee can assist with different types of opinions. The Opinion Committee will also present some real-life examples of liabilities associated with issuing opinions that Fredrikson wishes to avoid.

June 22, 2011: The SEC Response to Dodd-Frank & Identifying and Soliciting Investors (ALI-ABA Reg D Conference)

ALI-ABA Reg D Conference

Featured: Alan Berkeley, K&L Gates LLP; Peter Denton, K&L Gates LLP; Martin Dunn, O’Melveny & Myers LLP; and David Martin, Covington & Burling LLP

Program One: A review of the Dodd-Frank act and its impact regarding SEC matters.

Program Two: General solicitation and advertising; cold calls; agents, finders, and broker-dealers; pre-existing relationships; tainted offerings; the “immaculate offeree”; dealing with an offering in which investors have been solicited improperly; the law firm as “finder”; dealing with confidentiality commitments and information disparities (“big boy letters”); ABA proposals on general solicitation; coordination of Reg D and Reg S offerings; activities of offshore offerors; Rule 144A offerings; how many offerees or investors are just too many?

June 16, 2011: Alternative Public Offerings: An Emerging IPO Option

Strafford Webinar

Featured: David N. Feldman, Partner, Richardson & Patel, New York and Donald C. Reinke, Partner, Reed Smith, San Francisco

Alternative Public Offerings (APOs) are used by small companies seeking to go public, with the ultimate goal of attracting capital markets. With investors not willing to underwrite small IPOs, but willing to invest in public companies, APOs provide a faster and more cost-efficient alternative. APOs mainly refer to reverse mergers, but other options are a direct public offering (DPO), a spin-off followed by reverse merger, a private placement offering followed by a secondary public offering, or private placement followed by a holding period and filing Form 15c2-11.

While reverse mergers continue to gain popularity, regulations affecting reverse mergers have changed over the past few years. Significantly lower costs, less stringent regulatory scrutiny, and a faster route to go public provide good reasons to take a closer look at IPO alternatives. An authoritative panel of attorneys examined alternative devices for private companies to go public to access capital investments, and their application in strategic deals, focusing on trends in APOs and best practices in completing the transaction.

June 15, 2011: Effective Shareholder Agreements

Strafford Webinar

Featured: Nancy L. Sanborn, Partner, Davis Polk & Wardwell, New York; C. Stephen Bigler, Director and President, Richards Layton & Finger, Wilmington, Del. and Nancy Schmidt Roush, Partner, Lathrop & Gage, Kansas City, Mo.

Shareholders agreements are commonly entered into by shareholders of a corporation to establish and protect their rights with regard to the composition of the board of directors, the treatment of corporate opportunities, voting and information rights, and transfers of shares.

Crafting shareholders agreements involves complex legal and business issues. Shareholders agreements that are carefully drafted to comport with the intent of the contracting parties are most likely to be enforced in the event of litigation. An authoritative panel of business counsel discussed critical aspects of shareholders agreements, including key provisions and legal considerations that must be taken into account to ensure that agreements are effective and enforceable.

June 14, 2011: Strategies & Procedures for Entity Formation

Participants reviewed the various forms of entities in which business activities can be operated under Minnesota law. They discussed the advantages and disadvantages of using each entity including tax and non-tax reasons for preferring one entity over another in particular facts situations. They also discussed the reasons why a Delaware entity may be used rather than a Minnesota entity.

June 3, 2011: Ethical & Legal Responsibilities of Counsel: Due Diligence

Reg D Offerings & Private Placements ALI-ABA Pre-Recorded Conference-Program II

Featured: Martin Dunn, O’Melveny & Myers LLP; David Martin, Covington & Burling LLP; Robert Rapp, Calfee, Kalter & Griswold LLP; and Robert Robbins, Pillsbury Winthrop Shaw Pittman LLP

Topics covered:

Defining the due diligence obligations of counsel.
How much due diligence is enough?
How little is too little?
Ethical issues relating to conduct of offerings and disclosure of client misconduct and the effect of Sarbanes-Oxley on the ethical obligations of lawyers in securities offerings.

May 24, 2011: D&O Indemnification and Insurance

Featured: Matthew T. Boos, Shareholder, Fredrikson & Byron, and Bjorn T. Honda, Executive Vice President, RJF Agencies, Inc.

This program focused on two key areas of director/officer protection: indemnification and insurance. Matt discussed the statutes and case law pertinent to director/officer indemnification with an emphasis on Minnesota and Delaware corporations and also provided a primer on director/officer insurance policies and highlight the key issues that concern anyone seeking director/officer insurance protection.

May 23, 2011: Conditions & Mechanics of the Private Placement Exemptions

Featured: Martin Dunn, O’Melveny & Myers LLP; David Martin, Covington & Burling LLP; and Robert Robbins, Pillsbury Winthrop Shaw Pittman LLP

This session featured a summary of the registration exemptions, the changes made by the Dodd-Frank Act and the proposed amendments; CD&I guidance from the SEC staff; advantages and disadvantages of the available exemptions; the relationship with state securities laws; a glossary of Reg D terms; key concepts and requirements; disclosure and delivery of offering materials; accredited, sophisticated, and “large accredited” investors; the “innocent and immaterial” defense; integration and aggregation issues and Rule 155; private offerings by public companies and PIPEs.

May 18, 2011: M&A Confidentiality Agreements

Strafford Webinar

Featured: Igor Kirman, Partner, Wachtell Lipton Rosen & Katz, New York; Nicole E. Clark, Partner, Vinson & Elkins, Houston; and Saul H. Finkelstein, Partner, Weinstein Smith, New York

The scope of nondisclosure agreements has expanded in recent years to include standstill provisions, non-solicits and other key terms that significantly impact the deal. Careful negotiation of the agreement should prevent information leaks and increase the chances the deal will close. A panel of M&A attorneys reviewed the latest legal developments with M&A confidentiality agreements, examined key elements of the agreement, and provided best practices for sellers and buyers negotiating nondisclosure provisions. Topics covered included:

Elements of confidentiality agreements
Definition of confidential information
Restrictions on use and disclosure of information
Exceptions to disclosure prohibitions
Return of confidential information
Enforcement and remedies
Expanded use of confidentiality agreements
Non-solicitation of employees
Standstill provisions
Exclusivity agreements
Negotiation strategies for sellers and buyers

May 18, 2011: FDIC Lawsuits Against Failed Banks’ Law Firm and Other Outside Professionals

Strafford Webinar

Featured: Dianne S. Wainwright, Partner, Margolis Edelstein; Linda D. Kornfeld, Partner, Jenner & Block; and Michael L. Zigelman, Partner, Kaufman Dolowich Voluck & Gonzo

In February 2011, the FDIC filed suit against a Georgia law firm that had represented a failed bank. In another suit, the FDIC named a title company as a defendant. The FDIC’s recent actions indicate it is looking beyond bank directors and officers to recoup massive losses from the banking crisis. The FDIC’s website clearly states its initiative to go after the banks’ “attorneys, accountants, appraisers, brokers, or others.” The FDIC also announced it has “authorized seven fidelity bond, attorney malpractice, and appraiser malpractice lawsuits.”

The FDIC's professional liability claims during the S&L crisis provide a roadmap of what counsel to banks and bank professionals can expect in the coming year. Estimates show the FDIC recovered more in professional liability claims than it did from former directors and officers of failed banks. An authoritative panel of attorneys discussed trends in FDIC litigation against outside professionals of failed banks, analyzed theories of liability, and discussed common defenses.

May 17, 2011: Boilerplate Clauses in Contracts: Avoiding Unintentional Consequences

Featured: Steven M. Richman, Partner, Duane Morris, Princeton, N.J.; Robert D. Frawley, Law Offices of Robert D.. Frawley, Morristown, N.J.; and Liz Klingensmith, Haynes and Boone, Houston

Boilerplate clauses are often simply cut and pasted from one agreement to another. These “standard” provisions conceal significant legal and business implications that can produce unwanted future results if not tailored to specific circumstances of the transaction. Such boilerplate provisions are often placed into a miscellaneous category. They may include, among other things, choice of forum, choice of law, force majeure, liquidated or limitations of damages, dispute resolution, assignment, notice, merger, and amendments. Best practices necessitate negotiating and drafting such clauses, as well as others, in anticipation of future disputes.

Automatically transplanting a boilerplate provision into an agreement can unintentionally defeat the contractual intent of the parties and cause significant losses. Anticipating potential pitfalls of boilerplate provisions can avoid litigation when a future dispute arises. The panelists, recruited from the country’s top law firms, have developed this program to prepare attorneys to strategically use boilerplate clauses and identify the pitfalls in using standard contract clauses without adapting to the unique circumstances. They demonstrated unintended consequences that can result in using boilerplate without appropriate and thoughtful tailoring.

The panel reviewed these and other key questions:

What strategies should attorneys consider when drafting standard clauses?
What boilerplate clauses present the most significant challenges?
What pitfalls should attorneys avoid in using boilerplate language?
How can boilerplate provisions result in unintended consequences?

May 13, 2011: Navigating the IP Waters of Europe: Understanding and Using the European Patent System

A Pre-recorded webinar sponsored by the ABA

Panel Featured: Brent Jacobs of Brent C. Jacobs, Esq., and Gwilym Roberts of Kilburn & Strode, LLP

The panelists covered:

An overview of IP protection systems in Europe;
An understanding of the overlap and interaction between national and international systems;
The comparative benefits of using the national vs. EP route for patents;
The basic principles of patentability in Europe;
Special features - added matter and inventive step;
The processes within the EPO and leveraging the system; and
The upcoming law changes in the patent arena in Europe.

May 11, 2011: Keyword Advertising & Trademark Infringement

Strafford Webinar

Featured: Jennifer M. Mikulina, Partner, McDermott Will & Emery, Chicago and Ariana G. Voigt, Partner, Michael Best & Friedrich, Milwaukee

Internet advertising is the most vital and dynamic segment of advertising. Companies devote much of their marketing budgets to develop brand recognition and create customer goodwill. Therefore, businesses and their counsel must plan carefully to prevent infringement of their brands and trademarks.

Online advertising through programs such as Google Adwords™ brings new challenges for applying traditional trademark law. A recent Ninth Circuit decision offers guidance for alleged trademark infringement cases based on keyword advertising and adopts a new test for keyword advertising cases.

Counsel must understand the potential abuses inherent in keyword advertising, various courts’ rulings on these issues, and ways to protect their client or company's trademarks from infringement as well as to avoid infringing the IP rights of others.

An authoritative panel of intellectual property attorneys examined trademark use in commerce, the courts’ treatment of claims relating to keyword advertising, liability for trademark infringement, and best practices for protecting trademarks and brands.

May 10, 2011: Nuts & Bolts of Bank M&A

Recent estimates of consolidation in the community and regional bank space is staggering. Some expect the number of banks to go from just under 8,000 now to 5,000 in 3–5 years. This may be the most active sector for M&A in the coming years. These experts explored the latest trends and developments in this area:

Bill Hickey, Co-Head of Investment Banking, Sandler O’Neill & Partners
Rich Schaberg, Partner, Hogan Lovells LLP
Larry Spaccasi, Partner, Luse Gorman LLP
Suzanne Walker, Counsel, Kilpatrick Townsend LLP

The program covered:

How do bank deals differ from those in other sectors?
What is a banker’s perspective on bank M&A activity for the near future?
What are the latest issues involving bank M&A?

May 5, 2011: Reverse Break-Up Fees and Specific Performance: Analyzing Public Deal Remedies from 2010

The Practical Law Company Webinar

With debt-financing more widely available, M&A rebounded strongly in 2010. How are dealmakers allocating risk with the financial crisis still a recent memory? During this 30-minute session, two attorney-editors from The practical Law Company reviewed trends in reverse break-up fees, specific performance and other public deal remedies from 2010. Participants learned how deal size impacts the choice of remedy, fee sizes as a percentage of deal value and other market trends that affect their practice.

April 27, 2011: UCC Article 9 Update

Lorman Webinar

Featured: Darrell W. Pierce, Partner, Dykema Gossett PLLC

April 21, 2011: Policing and Protecting Copyrights on the Internet: Evolving Approaches

Strafford Webinar

Featured: Latoicha Givens, Phillips Givens LLC & Eleanor Hynes Yost, Goodwin Proctor

As technology evolves, so does copyright law. The Internet provides a testing ground for new methods of copyright protection and for novel theories of infringement. Examples include:

Unprecedented theories of secondary liability that seek to hold banks, credit card companies, advertisers and search engines liable for copyright infringement—even if the underlying infringement is based on user-generated or unrelated third party content.
Battles over the meaning of "display" under 17 U.S.C. sec. 106 in the Internet context.
Fair use as a doctrine, an affirmative defense or a substantive limit on the scope of a copyright-holder's right to exclude.
Technological solutions to copyright infringement and the rise of digital rights management.

A panel of IP attorneys updated copyright owners and legal advisers on ways to police and prevent infringement on the Internet. The panel examined the tools available to police and protect rights, fair use defenses, as well as the scope and limitations of copyright protections on the Internet.

April 8, 2011: Antitrust Issues That All Business Lawyers Need to Know

This session provided an overview of the federal antitrust laws and and their relevance for business lawyers who don’t work on mergers. Topics included competitor collaborations, information sharing, trade associations, exclusive distribution and resale price maintenance.

March 30, 2011: Patent Threats: Initial Response Strategies

Strafford Webinar

Featured: Brent K. Yamashita, Partner, DLA Piper US, East Palo Alto, Calif.; Dr. Marc D. Peters, Partner, Morrison & Foerster, Palo Alto, Calif.; and Lisa Launer, Director and Associate General Counsel, Logitech, Inc., Fremont, Calif.

The first several hours after receiving a notice letter or being served with a complaint are critically important for companies and their counsel. This is the most valuable period to develop good defenses quickly. Counsel must evaluate the patent threat and determine the most viable defenses and arguments to achieve the client’s goals and defeat a patent threat—and quickly gather ammunition for use in a pre-litigation discussion or in drafting an answer to a complaint.

The key to success is understanding the techniques and strategies to improving the position of an accused infringer in a patent case or pre-litigation in a manner that is both time and cost efficient. An authoritative panel of patent litigators examined tactics for identifying inherent defects in the patent, finding prior art and potential inequitable conduct without a “scorched earth” search, and formulating other defenses in a cost-effective way. They provided a practical checklist with steps to take when facing a patent threat.

March 29, 2011: Cloud Computing: Managing the Legal Risks

Strafford Webinar

Featured: Lora L. Fong, Managing Counsel, salesforce.com, inc; Daniel A. Masur, Partner, Mayer Brown; and Janine Anthony Bowen, Partner, Jack Attorneys & Advisors

Cloud computing is a powerful tool to expand data capacity, reduce costs and enable accessing applications and data anywhere, anytime. However, there are significant risks, such as recent and well-publicized incidents of virtually stored information being irretrievably lost. Such data losses may be rare, but the legal risks are not—and are still emerging. Key legal issues for businesses include developing licensing and/or service agreements, ensuring protection of corporate assets and information, and anticipating and mitigating privacy risks.

Counsel advising businesses that use or are considering using cloud computing resources must also understand the potential impact of virtual storage on legal jurisdiction questions. An authoritative panel of attorneys discussed the legal risks of using cloud computing. The panel outlined strategies for businesses.

March 16, 2011: Patent Interference Practice: What You Really Need to Know

AIPLA Webinar

Featured: W. Todd Baker, Oblon Spivak McClelland Maier and Neustadt, LLP, and Herbert D. Hart III, McAndrews Held & Malloy LTD

Many patent practitioners wince at the mention of the words “patent interference”, yet few are familiar with the range of issues decided in interferences, and even fewer appreciate how those issues can impact everyday patent prosecution. This AIPLA panel gave an overview of a patent interference proceeding and of the law and practice in this specialized area of intellectual property law.

March 15, 2011: Renewable Energy Project Financing: Legal Strategies for Structuring the Deal

Strafford Webinar

Featured: John T. W. Mercer, Partner, Mercer Thompson, Atlanta, and additional faculty to be announced.

Finding the right financial structure for renewable energy development is complex. Traditional purchase power agreements may not be the best way to finance a renewable energy project because they are more difficult to obtain and, if obtained, are complicated to implement. The Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act of 2010 extended the Section 1603 cash grant program, a key driver of renewable energy growth. The Act also created 100% bonus depreciation, which will fuel investment in renewable energy in 2011.

As the demand for capital increases, new products are emerging and existing products are evolving to meet the significant growth. Companies, investors and their legal counsel must understand the markets and tools available to use the financing trends to their advantage. In this session, an authoritative panel of energy attorneys examined financing of renewable energy projects, including financial incentives available, sources of capital, debt and equity structures, and offered best practices for financing renewable energy

March 15, 2011: CIFUS Regulations for Foreign Investment in the U.S.

Strafford Webinar

Featured: Farhad Jalinous, Partner, Kaye Scholer, Washington, D.C.; Edward L. Rubinoff, Partner, Akin Gump Strauss Hauer & Feld, Washington, D.C.; and Nova J. Daly, Public Policy Consultant, Wiley Rein, Washington, D.C.

Two years after the final regulations were issued by the Committee on Foreign Investment in the U.S. (CFIUS) to implement the Foreign Investment and National Security Act (FINSA), there are many lessons for U.S. companies and their counsel. The new regulations made a number of changes to the CFIUS process. For example, the federal government effectively rejected a foreign acquisition when a Chinese company withdrew its application after reports that CFIUS opposed its attempt to invest in a U.S. mining company.

Through close study of the fallout from recent transaction collapses, U.S. companies and their counsel can apply experiences with the CFIUS review process when considering their own potential transactions—and plan appropriately. In this session, an authoritative panel of attorneys examined the application of the CFIUS regulations and lessons learned from recent actions, reviewed Treasury Department guidance, and provided best practices for complying with the regulations.

March 8, 2011: DealLawyers Third Annual Public Company M&A Nuggets

DealLawyers Webinar

Panel Featured: Jim Griffin, Partner, Fulbright & Jaworski LLP; Keith Flaum, Partner, Dewey & LeBeouf LLP; Hal Leibowitz, Partner, WilmerHale LLP; and Claudia Simon, Associate, Paul, Hastings, Janofsky & Walker LLP

DealLawyers annual signature event (that had several gap years)! A lightning round of practical advice, covering all the hot issues you are grappling with today. No waiting through hours of conference time to glean a handful of useful tips. Our community has told us that they want more practical information - and they need it now more than ever. Participants walked away with many practical tips! Among other topics, this program covered:

The latest on tricky deal provisions
What are becoming standard practices for a host of reps & warranties
The ultimate list of “do’s” and “don’ts” during deal negotiations
How to deal with the increased challenges for strategic buyers

March 7, 2011: Article 9 Fixtures: The Essentials of Perfection & Priority

CSC Webinar

UCC Article 9 provides the lender with multiple options for perfecting a security interest in fixtures. However, the filing requirements and priority impact of each method differ and can be confusing and increase risks for the secured party. This presentation taught the essentials of perfection and priority of security interests in fixtures. The topics covered included:

When Goods should be Considered Fixtures
Fixture Perfection Methods
Filing Locations
Sufficiency of Fixture Filings
Priority Considerations
Purchase-Money Security Interest in Fixtures
Duration and Continuation Requirements
Fixtures of a Transmitting Utility
Search Expectations

Throughout this program the presenter offered best practice suggestions. This program was helpful for avoiding the most common risks in the fixture perfection process and unpleasant priority surprises.

March 2, 2011: KSR and the Ripple Effect: Examining the Broad and Increasing Impact of KSR on Patent Litigation and Practice

AIPLA Webinar

Featured: Jeffrey I. D. Lewis, Patterson Belknap Webb & Tyler LLP and Warren D. Woessner, Schwegman, Lundberg & Woessner

This program was presented by an experienced patent litigator and prosecutor who examined the broad and increasing impact of KSR on patent litigation and practice. The program examined substantive obviousness issues since KSR and the continuing disputes in the lower courts, and further examined the prohibition against the use of “hindsight bias” or ex parte reasoning in resolving the obviousness question, and provided best practices for responding to these arguments.

February 28, 2011: Business Associates Round Table Discussion: Business Print & Online Resources

Featured: Sheri Brenden, Research/Training Librarian

Based on recent research requests and product developments, Sheri showed five research resources or search tactics for transactional attorneys.

February 24, 2011: What You Need to Know About Purchase Price Disputes and How to Avoid Them

McGladrey Webcast

For litigators and transactional attorneys, purchase price disputes after an acquisition can be a long, difficult prospect. Our speakers, Debra Thompson, director, and Al Kohl, manager, both of McGladrey’s Financial Forensic & Valuation Services practice, will discuss pitfalls to watch for and when to get a forensic specialist involved. Through explanations of accounting standards and by the use of case studies, discussion topics include:

Overstatement of represented value
Post-closing working capital disputes
Earn-out disputes
GAAP versus consistent accounting treatment
Contingent liabilities and financial statement implications
Impact of accounting regulation changes
Misrepresentation of financial statements

February 22, 2011: Private Company M&A in 2011: Buying and Selling Small to Medium-Sized Companies

ALI-ABA Webinar

Panel Featured: R. Brian Ball, Williams Mullen, Richmond, Virginia (Moderator); Jason E. Balog, Miles & Stockbridge, P.C., Baltimore; and Patrick E. Hanratty, Cobblestone | Harris Williams, Philadelphia

As the economy picks up steam, buyers and sellers are beginning to get serious again—and you need to be ready to take advantage of the opportunities! ALI-ABA faculty of lawyers and investment bankers experienced in this sector provided practice techniques to help better serve clients and help them realize the benefits available in a more robust economy. Small to medium-sized company M&A transactions present unique challenges not present in public company deals. When the seller is an individual (or a small group), deal points may be determined as much by emotion as business logic. Therefore, knowing the psychology of the seller is critical to a successful transaction.

Further, buyers and sellers in this area are often required to live with each other after the deal closes due to contingent compensation arrangements, indemnification obligations, and other considerations that are not settled at closing. How do you set up such “living arrangements” with the best chance of success? Participants learned:

Outlooks and trends in middle-market M&A transactions.
The M&A process.
Preparation of the letter of intent.
The transaction structure (merger, sale of stock or assets, 338(h)(10), partial sale).
Determination of the form of consideration (cash, stock, earn-outs and escrow).
Preparation of the purchase agreement.
Negotiation of representations, warranties and indemnification obligations.
Life after the transaction.

February 10, 2011: Acquiring a Corporate Subsidiary or Division

Strafford Webinar

Featured: Dennis J. White, Partner, Verrill Dana, Boston; Scott T. Whittaker, Member, Stone Pigman Walther Wittmann, New Orleans; Murray J. Perelman, Partner, Bennett Jones, Toronto, ON, Canada; and Steven J. Joffe, Managing Director - Corporate Finance, FTI Consulting, New York

Acquiring a subsidiary or division from a corporation involves many layers of business and legal decisions. The parties must identify assets to be sold and liabilities that will be assumed and outline the relationship between the subsidiary or division and parent after the acquisition. Careful due diligence is critical to avoid unforeseen risks and liabilities. Moreover, buyers must be strategic when structuring the transaction and negotiating its terms in order to obtain the best deal. Compliance with post-closing obligations is also key to a successful transaction.

The panelists, recruited from the country’s top law firms, have developed this program to provide guidance for deal counsel on key legal issues that must be addressed when acquiring a corporate subsidiary or division. They explained strategies for conducting due diligence, structuring the deal, negotiating deal terms and meeting post-closing obligations. The panel reviewed these and other key questions:

What are the key legal and business issues buyers and sellers should consider prior to the acquisition of a subsidiary or division?
How can information obtained during the due diligence process be used as leverage in deal negotiations?
What critical deal terms should be carefully negotiated and outlined in the acquisition agreement?
What are some best practices when negotiating a transitional services agreement?

February 10, 2011: Using the USPTO’s Bilski/Section 101 Guidelines to Gain Allowance of Software and Business Method Inventions

AIPLA Webinar

The Panel of private practice and corporate counsel outlined major features of the USPTO’s Interim Bilski Guidelines for assessing Section 101 eligibility of process claims. Additionally, the Panel addressed whether the Federal Circuit’s December 2010 ruling in Research Corporation Technologies, Inc. v. Microsoft Corporation impacts the Bilski Guidelines. Practical guidance for prosecutors was offered in the form of PTO examples of abstract and non-abstract ideas, suggestions on leveraging the Bilski Guidelines when working with examiners, and examples of business methods claims that would pass muster under the Guidelines. The Panelists also considered international issues regarding business-method subject matter and share insights from their first-hand experience of working with the PTO on Section 101 issues.

February 9, 2011: Delaware Corporate Law Update

Richards Layton & Finger Webinar

Featured: Richards, Layton & Finger, a law firm based in Delaware, and author of the quarterly publication: Delaware Corporate Law Update

Richards, Layton & Finger presented a panel discussion concerning the cases addressed in their recent issue. Topics addressed in this webinar included:

Anti-Takeover Devices
Air Products v. Airgas
Enhanced Scrutiny
Steinhardt v. Howard-Anderson
Reis v. Hazelett Strip-Casting
Disclosures Concerning Financial Advisors
Art Technology Group Shareholders Litigation
Redemption Rights of Preferred Stockholders
SV Investment Partners v. ThoughtWorks
Appraisal Developments
Golden Telecom v. Global GT
Roam-Tel Partners v. AT&T Mobility Wireless Op. Holdings
Multi-Jurisdictional Settlements of Stockholder Litigation
Scully v. Nighthawk Radiology Holdings

January 31, 2011: New Incoterms

Featured: Steve Dickinson and Sharon Freier

Incoterms (an abbreviation of “International Commercial Terms”) is a set of standard shipping terms (FOB, CIF and the like) established by the International Chamber of Commerce. The idea is to provide a uniform set of terms for transactions, instead of relying on the patchwork of such terms (often with different meanings) in the Uniform Commercial Code in the US and comparable laws in other countries. The ICC has been updating Incoterms about once every 10 years, and the latest version (known as Incoterms 2010) went into effect 1/1/11. The previous version of Incoterms (Incoterms 2000) can still be used (and will be until shippers, banks and others update their forms), but the new rules are available for use, so you may start seeing them show up in transaction documents. Some changes have been made from Incoterms 2000, including the deletion of a couple of old terms and revised meanings for some of the remaining terms.

Historically, the focus of Incoterms is cross-border transactions, but according to Reynolds some large companies intend to start using them for even domestic transactions, to put their entire procurement operations (for example) on one platform. Wal-Mart was one example he mentioned. So, even lawyers who do only domestic sales transactions need to understand them.

January 25, 2011: Alan Dye: The Latest Section 16 Developments

Section16.net Webinar

Featured: Alan Dye, Editor of Section16.net and Partner of Hogan Lovells

Due to the continual changes to Section 16 practice resulting from SEC staff interpretations and Section 16(b) litigation, companies and compliance personnel regularly are confronted with new challenges in keeping their advice and their compliance programs up to date. As reflected by the many questions posed daily on the electronic forums of Section16.net and Naspp.com, the issues you face today vary widely in scope and complexity. This webinar covered the latest topics, including:

What are the latest issues that have arisen - and what you can do to resolve them
What considerations to keep in mind for Form 5 reporting and Item 405 disclosures
How to keep your compliance program up to date
Answers to any questions that were posed to Alan in advance of the program

January 25, 2011: The Practical Law Company: Overview & Refresher

Featured: Craig Vaughn, Accounts Trainer, Practical Law Company

Craig encouraged all new and existing users to take advantage of this training session to maximize the benefits received from their investment in the service. The training covered the following;

How to practice more efficiently and increase capabilities using resources developed by experienced attorneys
Provide a thorough overview of all resources available; practice notes, checklists, standard documents and clauses with drafting notes
Keep on top of current market developments and changes in law
Demonstrate how best to contact the PLC lawyers to get assistance

January 20, 2011: FDIC - Contractual Limitations on Seller Liability in M&A and Other Transactions

ALI-ABA Webinar

Panel Featured: Byron F. Egan, Jackson Walker LLP; Patricia Vella, Morris Nichols Arsht & Tunnell LLP; and Glenn West, Weil Gotshal & Manges LLP

Covered risks of contractual and extra-contractual liabilities in mergers and acquisitions and other transactions and how to negotiate and draft to reduce those risks!

Three outstanding practitioners discussed recent case law and perspectives on how to limit contractual and extra-contractual liabilities in mergers and acquisitions and other transactions, They focused on how to protect parties and their affiliates through the auction and negotiating processes, and through exclusive remedy and extra-contractual representation waiver provisions. Topics, among many, included:

Types of contractual liabilities in mergers and acquisitions and other transactions
Types of extra-contractual liabilities
Auction processes

January 6, 2011: FDIC - Assisted Asset Sales

Strafford Webinar

Featured: Mark Kanaly, Alston & Bird; C. Robert Monroe, Stinson Morrison Hecker; and Stephen Stone, Community & Southern Bank

This CLE live web seminar provided practitioners with an in-depth review of the FDIC’s current asset sale process, the parameters of loss-share agreements, and evolving FDIC strategies for disposing of assets. The panel outlined how bidders and buyers can avoid potential pitfalls in acquiring assets from the FDIC.

December 13, 2010: Transactional Associates Roundtable Discussion: Conflict Checks: How Does It All Work?

Featured: Ginger Tullar, Marketing/Finance Database Coordinator

Ginger shared facts and figures relating to the firm’s conflict process as well as her vast knowledge on how a client file gets set up in terms of the conflict checking process.

December 9, 2010: Valuation in the Delaware Courts

Houlihan Lokey Webinar

Panel Featured: Jennifer Muller, Managing Director, Houlihan Lokey (Moderator); Richard De Rose, Managing Director, Houlihan Lokey; Kevin Miller, Corporate Partner, Alston + Bird LLP; and Kevin R. Shannon, Litigation Partner, Potter Anderson & Corroon LLP

Valuation analyses play a central role in mergers and acquisitions (M&A). Boards of directors and management rely on valuation analyses in evaluating transactions and, in litigation, plaintiffs and defendants proffer competing valuation analyses as a measure of damages or the appraised fair value of shares. Courts, including the Delaware Court of Chancery, have demonstrated an increasing sophistication in evaluating and critiquing the valuation analyses relied upon by boards of directors or proffered in litigation and other proceedings and often reach their own conclusions as to appropriate valuation methodologies and underlying assumptions.

Whether negotiating a transaction, advising a board of directors, defending a claim against a board for breach of its fiduciary duty or participating in an appraisal proceeding, attorneys and other advisors can benefit from a greater understanding of how the courts view various valuation and other financial analyses as well as related disclosure requirements under state and the federal securities laws.

This 90-minute interactive Webinar provided essential information regarding recent judicial decisions, particularly decisions by the Delaware courts, addressing valuation and other financial analyses that are commonly utilized in M&A, including recent case summaries and how they build on key historic decisions; basic components of valuation and fairness analyses; and questions to ask a financial advisor from a valuation or fairness perspective.

December 8, 2010: Bank Executives Under Heightened Scrutiny by the FDIC & Bank Regulators

Strafford Webinar

Featured: Mary C. Gill, Partner, Alston & Bird; Harold P. Reichwald, Partner, Manatt Phelps & Phillips; and Linda D. Kornfeld, Partner, Dickstein Shapiro

In early Oct. 2010, the FDIC announced that it was authorized to file lawsuits against more than 50 officers and directors of failed banks in an effort to recover $1 billion lost during the credit crisis. In addition to the FDIC litigation risk, regulatory agencies can initiate administrative enforcement proceedings against directors and officers of a financial institution, seeking civil money penalties that often are not covered by D&O insurance policies.

Strafford’s panelists, recruited from the country’s top law firms, have developed this program to provide counsel to executives of financial institutions with guidance on FDIC litigation and various agency enforcement actions. The panel examined liability theories, analyzed D&O insurance coverage, and provided best practices for defending directors and officers of failing or failed banks.

The panel reviewed these and other key questions:

What factors are the FDIC likely to consider in bringing an action against executives of a failed financial institution?
What are the applicable theories of liability against officers and directors and what are their best defenses?
What are the trends in D&O coverage that apply to FDIC litigation and regulatory enforcement actions?
How are insurance carriers interpreting coverage provisions for FDIC-initiated litigation and civil penalties by regulatory agencies?

November 16, 2010: Tax Issues in Transferring LLC & Partnership Interests

Strafford Webinar

LLCs are often structured to look and operate like corporations. However, viewing LLCs as corporations can materially affect the tax aspects of a deal. Complexities arise because partnership tax rules do not contemplate the division of a partnership interest into separate units. Selling an LLC unit differs from corporate shares in a number of ways. There is no defined basis, no holding period and no character determining whether it is a capital or ordinary asset. Determining the tax consequences of a sale of LLC units requires more information than the sales price and date.

Similarly, determining whether the income should be classified as a capital or ordinary income requires more information than the sale of stock. Whether the LLC interest is characterized as profits v. capital interests has critical tax ramifications. An authoritative panel of tax attorneys discussed the complexities and pitfalls of the tax rules for transferring partnership interests and best practices for structuring transactions to obtain intended tax results.

November 15, 2010: Key Changes That Bank Holding Companies Will Face Under Dodd-Frank

ABA Webinar

Featured: Christopher J. Bellini, Partner, Gibson, Dunn & Crutcher LLP, Washington DC; Hugh Conroy Jr., Associate General Counsel, Citigroup, New York, NY; and Margaret Tahyar, Partner, Davis Polk & Wardwell LLP, New York, NY

The Dodd-Frank Wall Street Reform and Consumer Protection Act is the most sweeping change to financial regulation since the Great Depression, and affects almost every aspect of the US financial services industry. In response to these changes, the ABA Section of Business Law and the ABA Center for CLE are presenting a series of live audio webcast programs to provide training and in-depth analysis of various aspects of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

This presentation covered many of the key changes that bank holding companies will face under Dodd-Frank including:

The application and implementation of the Volcker Rule (both on the funds and proprietary sides)
The derivatives push out
The developing regime of systemic regulation, concentration limits, including the risk of break up or growth limits
The extension of 23A to derivatives

November 11, 2010: Equity Interests as Collateral in Commercial Leasing

Strafford Webinar

Featured: Lynn A. Soukup, Partner, Pillsbury Winthrop Shaw Pittman, and Steven O. Weise, Partner, Proskauer Rose

Equity interests—including stock, partnership interests and LLC interests—are a common form of collateral in commercial loan transactions. Equity interests as collateral can create challenges because they involve unique planning and documentation issues, including consideration of securities laws and entity statutes, as well as UCC provisions specific to investment property.

In addition, enforcing security interests in equity interests can present challenges, particularly where pre-closing diligence and the terms of the transaction documents did not accommodate these unique issues. Listen as a panel of finance attorneys provides best practices for advising lenders holding equity interests as collateral in commercial loans. The panelists offered their perspectives and experiences on the potential pitfalls involved in creating and perfecting the security interests and provided strategies for pursuing strict foreclosure, public or private foreclosure sales, or other possible remedies.

November 2, 2010: Anatomy of Business Law: The ABC’s of an IPO

Featured: Daria K. Boxer, Mitchell Silberberg & Knupp LLP, Los Angeles, CA; Paul D. Fancher, Troutman Sanders LLP, Atlanta, GA; Michael Heller, Senior Consultant, Control Risks, Los Angeles, CA; Jay V. Shah, Haskell Slaughter Young & Rediker, LLC, Birmingham, AL

A panel of specialty practitioners offered the fundamentals of the Initial Public Offering. Whether you need to know about due diligence, reporting obligations, filing, or anything in between, this program covered the essential steps to help clients go public.

October 21, 2010: M&A Deal Dispute Resolution: Proactive Strategies

Strafford Webinar

Post-closing disputes are common in merger transactions, often resulting in expensive litigation. In recent years, parties have included dispute resolution provisions in M&A agreements to attempt to resolve disagreements through arbitration, mediation or expert determination rather than lawsuits. Negotiating dispute resolution terms in merger agreements requires a thoughtful and strategic approach. Parties must evaluate the risks and benefits of the various dispute resolution alternatives, decide which rules will govern the resolution process, and determine the controlling law and venue.

The panel, recruited from the country’s top law firms, developed this program to provide attorneys with an overview of the risks and benefits of using mediation, arbitration or expert determination to resolve M&A deal disputes. The panel outlined strategies for negotiating and drafting key dispute resolution provisions in the merger agreement. They reviewed these and other key questions:

What are the advantages and disadvantages of using ADR instead of litigation to resolve M&A post-closing disputes?
What considerations should counsel take into account when deciding whether to use arbitration, mediation or expert determination as a dispute resolution method?
What are some effective practice tips for buyers and sellers counsel when drafting and negotiating dispute resolution provisions in merger agreements?
What are some best practices for neutrals evaluating and deciding M&A post-closing disputes?

October 20, 2010: Best Practices in Domain Name Launches

The domain name industry is in a state of constant change. With extensions being liberalized and rules lifted, it’s important for corporations to move quickly to secure their brands. This session looked at ways you can make fast, informed decisions on domain name launches, including:

Types of domain name launches
Making the right decisions on registrations
Learning from previous launches
Important trends in domain name launches and liberalizations

October 19, 2010: Transactional Associates Roundtable Discussion: Due Diligence

Featured: Jamie Snelson and Rhona Shwaid

Rhona and Jamie shared their wisdom on the topic of due diligence. The discussion was followed by Q&A.

October 13, 2010: Domains 101: Understanding the Basics

Managing domain names is crucial to any company’s online brand protection strategy. In this Web seminar, the basic steps required to manage a corporate domain name portfolio were discussed, including:

How domain names work
Domain name trends
Essential domain terminology
Domain name policy “must-haves”
Successful domain name management models
The benefits of a good domain registration program
The ABC’s of Internationalized Domain Names and other types of registration

October 11, 2010: Proposed GAAP Rules With Respect to Lease Capitalization For Operating and Capital Leases

Featured: Mark T. Bakko, CPA, MBT and Scott G. Ebert, CPA - Baker Tilly Virchow Krause LLP

Mark and Scott provided an update and overview. Many of us rely on the GAAP concepts of capital leases (reflected on a balance sheet as a liability) and operating leases (not accrued on a balance sheet) in purchase agreements, loan documents, and other documents. This session discussed the proposed changes where both leases will now be reflected as a balance sheet liability and participants brain stormed as to how this may impact what should be referenced in an Indebtedness definition.

September 30, 2010: Get Acquainted With The Upcoming Amendments To UCC Article 9

Webinar presented by Corporation Service Company

The Uniform Law Commission and American Law Institute have drafted the first significant amendments to the official text of Article 9 since the revision took effect in 2001. Many of the changes will have an impact on UCC search and filing best practices. The amendments propose a uniform effective date of 2013, but it’s never too early to start planning for how these changes will affect the UCC process. This session discussed what both filers and searchers need to know about the new requirements for sufficiency of debtor names, forms, and other relevant UCC provisions. The presentation also offered suggestions for how filers can prepare for the new rules, explain the transition provisions and describe the legislative outlook.

September 29, 2010: CCH Website Overview

Featured: Dan Totillo, Legal Training Consultant, Wolters Kluwer

Dan guided securities practitioners through a program full of tips and tricks to use CCH Securities Law more efficiently online. Some of the topics Dan covered were: Smart Relate, Topic Navigator and Blue Sky Smart Charts. Also:

How to monitor all SEC activity by email notification via Tracker.
How to customize the My CCH tab to include just the publications you search most frequently.
How to “Menu-walk” or browse your way to a topic without searching.

And much, much more.

September 29, 2010: The Practical Law Company - Overview Session

Featured: Dave Hoover, Practical Law Company

The Practical Law Company, is a unique online “knowledge solution” that our M&A lawyers find invaluable. Participants learned how to access the practice guides, timelines, checklists, forms, and other resources this service provides.

September 29, 2010: Corporate & Securities Training Trifecta - Mini Vendor Fair

Featured: Jason Hinz, Securities Mosaic, Knowledge Mosaic Inc.; Dan Totillo, CCH Intelliconnect, Wolters Kluwer Law & Business; and Dave Hoover, The Practical Law Company

Representatives from three of our most popular on-line corporate and securities training vendors discussed the latest features and improvements. Each vendor was available for Q&A as well as quick demos of their products. There were resource materials given as “freebies.”

September 29, 2010: Securities Mosaic Overview

Featured: Jason Hinz, Training Specialist, Knowledge Mosaic LLC

Jason reviewed the entire Securities Mosaic website with special attention to some of the primary features including:

SEC Filings Exhibit Search – This feature allows for detailed searching of the Exhibits independent of the full filing. Therefore, you are able to find precedent language, agreements and other relevant data far faster than broadly searching the full SEC Filings database.
Risk Factors – This feature allows detailed searching and modeling of the Risk Factors disclosures. You are able to search by risk category and risk topic while cross referencing to corporation, state, industry etc. The Risk Factors database makes research that once took hours take only minutes and your results are far more reliable.
Law Firm Relationships – Securities Mosaic has identified the relationships found within the SEC Filings between law firm and corporation and tagged those results. You are able to search relationships by: law firm, corporation, industry, state and city.
Law Firm Memos – One of the most popular databases, the Law Firm Memos has over 10,000 memos pulled from the largest US and Canadian firms. Those memos are categorized by topic and are searchable by title. There is no other service available that offers anything remotely close to our Law Firm Memo database.

September 22, 2010: Commercial Lease Restructuring and Workouts

Strafford Webinar

Featured: Richard R. Spore, III, Member, Bass Berry & Sims; Gregory G. Gosfield, Partner, Klehr Harrison; and Yolanda Rodriguez, Co-General Counsel, O’Neill Properties Group

Lease defaults are at a record high and vacancies are mounting, providing significant leverage to tenants in lease negotiations. Tenants seeking to benefit from current market conditions are pressing for restructured lease terms, including reduced rent and other midterm concessions. Moreover, tenants concerned about their landlord’s financial stability are insisting upon subordination, non-disturbance and attornment agreements to protect themselves. At the same time, tenants with failing businesses are pursuing lease workouts to avoid eviction.

Counsel for commercial landlords and tenants must carefully negotiate lease restructurings and workouts to protect their clients’ interests in the event the restructuring or workout fails. Counsel must also prepare to pursue or defend potential eviction and breach of contract lawsuits if necessary. A panel of real estate attorneys offered strategies for commercial landlords and tenants negotiating troubled leases. The panel discussed legal considerations and explained best practices for restructuring leases, negotiating lease workouts, and pursuing or defending an eviction and breach of contract action in the current real estate market.

September 15, 2010: M&A Confidentiality Agreements

Strafford Teleconference

Featured: Nicole E. Clark, Partner, Vinson & Elkins, Houston; Igor Kirman, Partner, Wachtell Lipton Rosen & Katz, New York & Saul H. Finkelstein, Partner, Weinstein Smith, New York

The confidentiality agreement between parties to an M&A deal protects information exchanged during consideration and negotiation of the deal from disclosure. Sellers want an agreement that effectively limits exposure to their vital trade secrets, while buyers want to avoid overly broad restrictions. The scope of nondisclosure agreements has expanded in recent years to include standstill provisions, non-solicits and other key terms that significantly impact the deal. Careful negotiation of the agreement should prevent information leaks and increase the chances the deal will close.

A panel of M&A attorneys reviewed the latest legal developments with M&A confidentiality agreements, examined key elements of the agreement, and provided best practices for sellers and buyers negotiating nondisclosure provisions.

September 14, 2010: Renewable Energy Project Tax Planning

Strafford Webinar

Panel: Andrew W. Ratts, Partner, Winston & Strawn, & Katherine Breaks, Director, KPMG

Renewable energy development projects are increasingly attractive because strong demand has made them the fastest growing energy sector. As the sector continues its dramatic growth, new products are emerging and existing products are evolving to meet the demand.

Effective tax planning is critical for successfully structuring and obtaining federal and state benefits that support such project development. Companies and their legal counsel must understand complex tax laws in order to take advantage of tax credits and incentives available for renewable energy projects.

Our authoritative panel of energy and tax attorneys examined federal tax considerations, including the impact of recent legislation, and offered best practices for strategic tax planning for renewable energy projects.

September 14, 2010: IP Assets & Infringement Claims: Insurance Coverage Considerations

Strafford Webinar

Panel: Carl E. Metzger, Partner, Goodwin Procter LLP, and Kimberly Klein Cauthorn, Director, Intellectual Property Practice, Duff & Phelps, LLC

As IP assets become a more valuable and important asset to a company or client, IP attorneys must anticipate the emerging risks and have a thorough understanding of the insurance safety net for protecting IP assets.

IP litigation presents opportunities for transfer of risk, and IP counsel must carefully examine counterclaims in infringement suits that may trigger insurance coverage. Counsel also needs to understand how, and decide whether, to allege facts that will trigger coverage.

Our authoritative panel of IP attorneys examined key elements, such as scope of coverage, scope of advertising injury coverage, coverage for infringement claims, and insurers’ indemnity obligations. The panel discussed strategies and potential pitfalls when drafting insurance clauses in IP agreements to ensure the company’s IP interests are protected.

September 2, 2010: Valuations of Distressed Companies

Strafford Teleconference

Featured: Mark Kanaly, Alston & Bird; James Alerding, Clifton Gunderson & Michael Foreman, Haynes & Boone

Given the increasing rate of U.S. commercial bankruptcies and the complex valuation and analytical methods, valuations of distressed companies (sometimes in a restructuring outside of bankruptcy) represent an increasingly important advisory activity, especially when working with debtors. Valuation analysts play a key role in pre-bankruptcy activities such as solvency-insolvency analyses, in-bankruptcy matters like creditor interest analyses, and post-bankruptcy matters including fair value accounting and Sect. 363 or restructuring asset sales.

This program demonstrated scenarios involving distressed company valuations that can apply to any number of industries, to a bankruptcy filing and to an outside bankruptcy restructuring. Relevant guidance like ASC Sec. 852-10 and IRC Secs. 382 and 383 will factor into these scenarios. A panel of advisors—all well-versed in valuing distressed businesses and their assets—explained how they handle fact patterns pertinent to frequently confronted issues in this field.

August 26, 2010: Transactional Associates Roundtable Discussion: Managing Time & Client Expectations

Featured: Senior Associates

Senior associates discussed how to manage time and client expectations especially when the pressure is on for quick-turnaround. Participants shared their experiences.

August 24, 2010: Ending the Attorney-Client Relationship: Ethical & Fiduciary Duties

Strafford Webinar

Featured: Benjamin Cowgill, Counselor and Attorney at Law, Lexington, KY & Kim M. Jackson, Partner, Hawkins Parnell Thackston & Young, Atlanta

What lawyer has not had a difficult client they wanted to fire? When terminating the client relationship is clearly the only choice, an attorney and the firm face an uncomfortable situation fraught with professional concerns as well as legal and ethical risks. Events that can cause the attorney to decide to terminate the client relationship include a client’s refusal to follow the attorney’s advice on serious matters like responding to discovery, an unethical, hostile or abusive client, or a client who refuses to pay fees.

A difficult client is also more likely to respond by filing a disciplinary grievance or malpractice charge. Thus, careful adherence to ethical rules of conduct and other practical considerations are critically important to minimize ethics violations and malpractice risks. An authoritative panel of attorneys discussed the complex ethical considerations when firing a client and offered best practices for avoiding ethics violations and malpractice claims.

August 4, 2010: New Financial Reform Package: An Analysis of Dodd-Frank for Lawyers and Related Professionals

ALI-ABA Webinar: Previously Recorded

Featured: A. Patrick Doyle, Arnold & Porter LLP; Ronald R. Glancz, Venable; Sara A. Kelsey, Wilmer Cutler Pickering Hale and Dorr LLP; Martin E. Lybecker, Wilmer Cutler Pickering Hale and Dorr LLP; and William J. Sweet, Jr., Skadden, Arps, Slate, Meagher & Flom.

This program focused exclusively on the Dodd-Frank Wall Street Reform and Consumer Protection Act, the most significant and comprehensive financial services legislation since the Great Depression. Almost every type of depository or financial institution will be affected, either in the manner in which it is regulated or the manner in which it will be permitted to operate. You'll need to understand and absorb this brave new world of financial regulation.

This program featured a comprehensive review of all sixteen titles by five distinguished practitioners. Topics included:

The new Consumer Financial Protection Bureau
The new Financial Stability Oversight Council
Limitations on large, complex financial institutions, including the Volcker Rule
Modifications of the Federal Reserve’s powers and functions
Regulation of over-the-counter derivatives
Mortgage reform
Registration of hedge funds under the Investment Advisers Act
Reform of credit rating agencies
Improvements to bank and thrift regulations
The new federal Office of Insurance in the Treasury Department
Regulation of debit card interchange fees
Improvements to investor protections
Securitization requirements
Oversight over municipal securities

July 28, 2010: Deal Protection Strategies for M&A Transactions

Strafford Teleconference

Featured: James L. Kelly, Partner, Pillsbury Winthrop Shaw Pittman, New York and Joel I. Greenberg, Senior Partner, Kaye Scholer, New York

An increase in failed merger deals in recent years has pushed buyers and sellers to aggressively negotiate deal protection provisions in merger agreements. Break-up and reverse break-up fees, go-shop provisions and financing contingencies are all common features of today’s M&A deals.

During the height of the credit crisis, attempts to rely on deal protection terms to escape merger deals triggered several hotly-contested lawsuits. Counsel advising buyers and sellers should cautiously consider which provisions are most suitable and carefully negotiate them when structuring deals.

Our panel of M&A attorneys discussed current trends in the use of deal protection provisions in M&A transactions, focusing specifically on termination and reverse-termination fees, go-shop provisions and financing contingencies. The panel provided strategies for buyers and sellers counsel for negotiating and structuring the provisions and for resolving disputes arising from their attempted enforcement.

July 20, 2010: Transactional Associates Roundtable Discussion: You Don’t Know What You Don’t Know-Part II

Discussion Leader: Business Paralegals

A panel of the transactional paralegals continued the May Roundtable session and discussed a variety of topics such as those listed below.

Secrets of the business paralegals - Our online resources that make us look good
Who knows what - Using the paralegal expertise chart!
Foreign Qualifications – When to file and why?
Licensing and tax registrations – Do you really want to know?
Annual Renewals – Are they really a big deal?
Forming an LLC - A checklist to guide you through
Data rooms and due diligence - The good, the bad and the ugly!

June 29, 2010: Transactional Associates Roundtable Discussion: Focus on Finance & Billing

Featured: Deb Anderson, Billing Manager, and Bob Hamilton, Chief Financial Officer

Deb and Bob answered questions about fees and billing.

June 16, 2010: Social Media: The Opportunities & Challenges in Healthcare

AHL: A Teleconference

Featured: Robert L. Coffield, Attorney, Flaherty Sensabaugh & Bonasso PLLC; Daniel S. Goldman, Legal Counsel, Mayo Clinic; and Moderator: Linda S. Ross, Healthcare Department Chair, Honigman Miller Schwartz and Cohn LLP

The explosion of social media has created both opportunities and challenges in the healthcare industry. This webinar offered a practical approach to navigating the legal issues inherent in the use of technology tools like blogs, wikis, Twitter, Facebook, and other social media-driven technology. The webinar examined the impact that social media is having on healthcare organizations and the industry.

Designed for both newcomers and seasoned users of social media, participants received real-world experiences and insights of speakers actively engaged in advising clients regarding social media initiatives. The webinar addressed: (1) the use of social media in the healthcare industry; (2) legal issues of particular interest to healthcare institutions (e.g., privacy, security, regulatory compliance, intellectual property, professional liability, litigation, discovery, etc.); and (3) tips for drafting effective social media policies and procedures. The speakers utilized actual hands-on experiences to illustrate how best to reconcile the social media business goals of healthcare institutions with the legal issues inherent in pursuing those goals.

June 15, 2010: MAC Clauses and Indemnification Provisions in M&A Deals

Strafford Teleconference

Featured: Todd B. Pfister, Partner, Foley & Lardner, Chicago; Catherine B. Nelson, Senior Counsel, Foley & Lardner, Chicago; Jeff J. Litvak, Senior Managing Director—Forensic Litigation, FTI Consulting, Chicago; and Lawrence F. Ranallo, Partner, Advisory Services, PricewaterhouseCoopers, Dallas

Material adverse change (MAC) clauses and indemnification provisions are heavily negotiated terms in merger and acquisition transactions. Failure to anticipate and address risks during the structuring of a deal can result in unintended legal and financial exposure for buyers and sellers. Buyers are increasingly using MAC clauses as a basis for exiting troubled deals. Questions about what constitutes a material adverse change have triggered a number of lawsuits. So far, courts have provided only limited guidance on the interpretation of MAC clauses in merger agreements.

Indemnification provisions help parties minimize financial loss when a deal goes bad. Counsel negotiating indemnification terms must consider time, subject matter and dollar limitations; escrowed funds and setoff rights; and payment on indemnification. Boilerplate provisions can be dangerous. An authoritative panel—including deal attorneys, an accountant and an M&A consultant—explained the impact of the buyer’s market on the negotiation of MAC clauses and indemnification provisions and provided strategies for crafting deal terms that benefit and protect buyers and sellers and reduce post-closing disputes.

June 10, 2010: D&O Indemnification Provisions

Featured: Matt Boos and John Stout

This program was tailored for those who advise senior management and board members. The program addressed the role of indemnification in protecting the personal assets of corporate officers and directors. Specifically, it focused on Minnesota’s indemnification statute, and explored the interplay between indemnification provisions in the statute, corporate charters, bylaws, and any stand-alone indemnification agreements entered into between companies and their directors and officers.

June 9, 2010: UK Anti-Bribery Act: Meeting the Tough New Requirements

Strafford Webinar

Featured: Monty Raphael, Special Counsel, Peters & Peters, London, England, and Tom Sprange, Partner, Steptoe & Johnson, London, England

In April 2010, the long-awaited United Kingdom anti-bribery bill became law. The Bribery Act 2010 imposes liability on companies doing business in the UK whose employees or representatives engage in bribery. The Act extends its jurisdictional reach to include acts of bribery outside the UK.

The Act dramatically changes the rules for companies doing business in the UK. The law goes beyond the scope of the Foreign Corrupt Practices Act (FCPA), by including strict liability on any company that fails to prevent anyone performing services on its behalf from paying a bribe.

The Act provides a defense to liability if the company can demonstrate it had “adequate procedures” in place to prevent bribery from occurring. It is important for companies to assess their current anti-corruption policies and implement compliance programs.

An authoritative panel reviewed the requirements of the new Anti-Bribery Act, compared and contrasted the Act with the FCPA, and discussed strategies to ensure compliance with both the Act and the FCPA to minimize risks of violations of either.

June 9, 2010: Shareholders Agreements: Key Provisions and Purposes, Including Funding Buy-Sell Obligations

Featured: Mark R. High (Moderator), Member, Dickinson Wright PLLC, Detroit, MI; Kathryn M. Buono, Partner, Quarles & Brady LLP, Milwaukee, WI; and Randall D. McClanahan, Partner, Johnston Barton Proctor & Rose LLP, Birmingham, AL

All closely-held companies (both corporations and LLCs) with two or more equity owners need an agreement addressing succession and control issues. This teleconference and live audio webcast (with two members of the Section committee that is drafting a Model Shareholders Agreement) reviewed the topics that can be covered in shareholders agreements and discussed specific strategies that can be used to solve some tricky issues. Participants learned:

What situations must be covered in buy-sell provisions, what situations should be covered, and what can happen without coverage
What other topics are commonly included, and when
How to address funding issues among related companies upon an owner’s death
How the upcoming Model Shareholders Agreement will help your practice
How private equity investors use shareholder agreements in hiring or retaining management
Ethical issues involved in drafting shareholders agreements

June 2, 2010: Anatomy of Design Patent Litigation

Featured: Chris Carani, McAndrews, Held & Malloy, Ltd. & Robert Payne, LaRiviere, Grubman & Payne, LLP

Amid tremendous growth in the design industry and the increased need to protect designs from counterfeiters and copyists, more and more design patent litigations are being pursued. This program explained how to navigate this murky world of intellectual property law. The discussion walked through infringement, claim construction, prior art issues, validity issues and remedies. In addition, the discussion addressed the 4 most recent design patent cases, namely: Egyptian Goddess, International Seaway, Crocs and Richardson. Each of these cases and their respective impacts on the various areas of design patent litigation were discussed.

June 2, 2010: Helping Our Clients Assess the Capabilities of Cash Generation

Featured: Sam Zordich, CEO, RAI Stone Group, and Larry Hause, Fredrikson & Byron

Many business owners are mired in the day-to-day struggles of running their businesses and find it difficult to step back for the larger view they need to build profitable futures. Situations where owners are struggling to decide between growth through acquisition or organic growth, how to transition out of the business or add new partners, and the methods they can successfully use to fund these activities differ from company to company.

This session introduced a practical and cost-effective business financials diagnostic to use in business planning with your clients:

Analyze each of the drivers that contribute to the company’s current financial performance
Obtain insights into the activities needed to build profitability now for future value
Prioritize resources (time, money, people) to align with desired goals
Compare quarter to quarter progress
View the company’s value from an outsider’s perspective (bankers, investors, and creditors)
Provide high-potential growth strategy recommendations
Assess the needs of all participants and the company’s ability to provide for those needs

Sam Zordich explained her model, and how it has provided a critical roadmap for small business navigation in today’s economy. The group discussed how her model can help you and your clients.

June 2, 2010: Bank Executives Targeted By the FDIC & Bank Regulators

Featured: Mary C. Gill, Partner, Alston & Bird, Atlanta, and Harold P. Reichwald, Partner, Manatt Phelps & Phillips, Los Angeles

The FDIC recently began issuing civil demand letters with subpoenas to officers and directors of institutions that failed in 2009. The actions make it clear the agency is gearing up to sue former board members and executives who it determines engaged in unsafe and unsound banking practices. In addition to the FDIC litigation risk, regulatory agencies can initiate administrative enforcement proceedings against a failing institution's directors and officers seeking civil money penalties that often are not covered by D&O insurance policies.

Executives of failed and failing financial institutions must prepare now for the oncoming onslaught of litigation and enforcement actions. Preparing in advance of a bank failure enables executives to access business data and documents that will not be available to them once the FDIC takes control. An authoritative panel of attorneys discussed trends in FDIC litigation and agency enforcement actions against executives of failing or failed financial institutions, reviewed theories of liability and common defenses, and suggested best practices for preparing a solid defense.

May 20, 2010: Foreign Corrupt Practices Act in China 2010

Featured: Kyle A. Wombolt, Partner, Goodwin Procter, Hong Kong; Amy L. Sommers, National Partner, Squire Sanders & Dempsey, Shanghai, China; and Nathan G. Bush, Partner, O’Melveny & Myers, Beijing, China

U.S. companies continue to conduct business in and with China at an increasing pace, and China’s unique business culture provides ample opportunity for employees to cross the line and violate the Foreign Corrupt Practices Act. The SEC and the U.S. DOJ continue to increase scrutiny of U.S. companies’ dealings with overseas officials and to strengthen FCPA anti-corruption enforcement efforts. At least two dozen U.S. companies had FCPA issues involving China in the past several months, with many in ongoing investigations.

One U.S. telecommunications company recently reached agreements with the DOJ and SEC to pay $3 million in fines to resolve FCPA-related criminal and civil charges involving their China operations. Companies thus should be on the alert to implement rigorous FCPA controls for doing business in China. This authoritative panel of legal specialists discussed the risks of FCPA violations when doing business in China, the interplay between the FCPA and local Chinese anti-bribery laws, and best practices for preventing FCPA violations.

May 19, 2010: RIA Checkpoint: An Overview of EBIA Books & More

Featured: Diane Claeys, Client Services Manager, Thomson Tax & Accounting

Diane presented an overview of Checkpoint features for the Employee Benefits group, including:

How to access the EBIA books that are now available on Checkpoint
How to access the EBIA sample documents
How to print, export, email any document from Checkpoint
Additional employee benefit information that is available, including Erisa, Code, Regs, Newsletters
Included in the discussions above were keyword searching, “pulling a book off the shelf to browse through it,” index searching, and citation searching

May 13, 2010: NACD: What’s New in Proxy Disclosures

NACD Webinar

Panel Featured: Theo Sharp, Managing Director, Pearl Meyer & Partners, Boston; Deborah Lifshey, Managing Director, Pearl Meyer & Partners, New York; and Peter Gleason, Managing Director and CFO, NACD.

Shareholders’ window into the design and level of executive compensation programs has steadily widened over the past five years. Increasingly detailed SEC proxy requirements, combined with growing investor pressure to justify executive payouts, have driven companies to report more specifics about the level and nature of compensation and provide a persuasive rationale around their decision-making process.

NACD and Pearl Meyer & Partners explored how companies approached these challenges in 2010 and the likely impact on 2011 compensation planning. Presenters focused on some key areas of proxy disclosure that were expanded in the latest proxy filings, including:

Compensation-Related Risk Grant Date Fair Value in Summary Compensation Tables (SCT)
Use of Compensation Consultants Director and Nominee Experience and Qualifications
Board Leadership Board’s Role in Risk Oversight

May 11, 2010: Transactional Associates Roundtable Discussion: You Don’t Know What You Don’t Know

Featured: Beckie Northrop and Julie Taylor, Senior Paralegals

In this session geared for associates in years 1-4, Beckie and Julie covered a variety of topics including:

Certificates of Good Standing - What are they and where do they come from?
Certified Articles/Amendments - What are they for and why do we need them?
Filing of documents with Secretaries of State - Who does this and how is it done?
UCC searches - What to ask for and what you get
Secrets of the business paralegals - Our online resources that make us look good
Federal and state tax IDs - Who needs them and what do I have to do to get them?
Who knows what - Using the paralegal expertise chart!
Foreign Qualifications – When to file and why
Licensing and tax registrations – Do you really want to know?
Annual Renewals – Are they really a big deal?
Audit letters – What you need to know and what you don’t.

May 6, 2010: Construction Contract Drafting & Negotiation Strategies

Strafford Teleconference

Featured: Richard M. Shapiro, Partner, Farella Braun & Martel, San Francisco; Charles M. Sink, Partner, Farella Braun & Martel, San Francisco; Kevin H. Hudson, Partner, Foltz Martin, Atlanta; and Clark T. Thiel, Partner, Howrey, San Francisco

In an economy which requires contractors to assume even greater risks and owners to cut costs, thoughtful and strategic construction contract negotiations are key to mitigating risk of loss. An effective contract will clearly define tasks and deadlines and carefully allocate risk among parties.

Through carefully crafted payment, performance, indemnification, insurance and other key provisions, attorneys can counsel owners and contractors to anticipate and proactively address future risks and minimize the likelihood of future disputes. This panel of legal specialists provided best practices for drafting and negotiating key provisions in construction contracts, identified common legal pitfalls arising when negotiating and enforcing contracts, and offered guidance for counsel to owners and contractors for mitigating risk and resolving disputes.

May 4, 2010: Shareholder Communication & Proxy Process Update

Featured: Matthew Criscenzo – Broadridge Financial Services, Senior Account Executive

Broadridge Financial Services, a market leader in shareholder communication services, presented an interactive review of the rapidly evolving shareholder communication and proxy processing environment. Topics discussed during this presentation included:

Understanding the impact of the elimination of Rule 452 (broker vote) on quorum and director elections
Updated statistics on the implementation of the Notice & Access proxy distribution process and upcoming enhancements to improve retail participation
Review of the various Shareholder Access proposals working through the SEC/Congress and their potential impact to the proxy distribution process
New electronic media tools being utilized to improve shareholder communications

April 26, 2010: Hot Topics in Business Valuation

Featured: Justin Besikof, Partner, and Farley Kaufman, Partner, Lurie Besikof Lapidus & Company LLP

Justin and Farley covered a number of topics at the forefront of business valuation including:

Built in gains
S-corp tax adjustments
Tiered discounts
Case law update

April 26, 2010: UCC Article 9 Update

Lorman Teleconference

Featured: Darrell W. Pierce, Partner, Dykema Gossett PLLC

The revisions to Article 9, which generally became effective in 2001, substantially changed the law. Now, with a few years of experience, the case law is beginning to emerge and develop, and practitioners are beginning to identify issues not contemplated by the drafting committee. The changes to the Article 9 filing system were significant and the prevalence of filing cases suggests that secured parties need to be reminded to do a better job. You also need to be aware of characterization issues and the potentially significant adverse impact if a deal that is documented in a manner that a court later determines does not reflect the true character of the transaction. Finally, in a time of financial distress and the increased probability of default and disputes, participants benefited from a refresher on enforcement and intercreditor matters as many more transactions are ending in enforcement instead of repayment or refinancing.

April 22, 2010: Structuring Tax Provisions in Partnership & LLC Operating Agreements

Strafford Teleconference

Featured: Gregory V. Nelson, Partner, Baker Botts, Houston, and Carolyn R. Turnbull, Director of Tax, Moore Stephens Tiller, Atlanta

Strategically structuring operating agreements for partnerships and LLCs taxed as partnerships is always highly complex, but particularly so when it comes to federal and tax considerations such as the allocation of income, gains, losses, deductions and credits. Certain provisions are important but fairly boilerplate (e.g. alerting members that they’re taxable under Subchapter K and providing for Sect. 754 elections in case of a liquidation). But, tougher issues must also be addressed, such as safe harbors and providing for deficit capital account make-ups.

To help achieve a partnership’s goals while minimizing tax for the entity and its members, counsel must take a comprehensive approach to structuring an operating agreement that anticipates both tax benefits and pitfalls. Best practices are as critical as knowledge of tax law. An authoritative panel of tax counsel and advisors reviewed the critical steps to creating a partnership operating agreement that provides for effective tax compliance and planning on an ongoing basis.

April 20, 2010: Twenty Five Ways To Improve Stock Plan Documents

NASPP Webinar

Featured: Mike Melbinger, Partner, Winston & Strawn; Howard Dicker, Partner, Weil, Gotshal & Manges; and Martha Steinman, Partner, Dewey & LeBoeuf

Have your stock plan documents kept pace with today’s rapid developments impacting stock compensation? Stock plan documents are legally binding contracts that must comply with federal securities and tax laws. Stock exchange rules, accounting principles and other best practices also affect stock plan design. On top of all this, plans and award agreements should include language that follows best practices in corporate governance and addresses institutional shareholder concerns. This webcast listed more than 25 separate plan design issues and included specific language for compliance with applicable law and best practices.

April 14, 2010: Great Lakes Wind Development

Featured: Katherine (Katie) A. Roek, Attorney, Stoel Rives; T. Blair Renfro, Administrative Law Specialist, Michigan Public Service Commission; Leslie Garrison, Developer, Blue Water Wind - Great Lakes; and Steve Dever, Executive Director, Great Lakes Energy Development Task Force

This webinar’s focus was wind development in the Great Lakes region. It included “lessons learned” from development on the east coast, and most importantly, how those lessons translate into what states are doing to foster and encourage development. Key state players and a major wind developer identified and examined the key issues and discussed how those keys are being put into practice in the Great Lakes region. Attendees discussed:

the incentives and community engagement for offshore wind development in the states surrounding the Great Lakes
existing laws, permitting, and pending legislation, as well as recommendations from state PUC’s that will foster and encourage development
critical economic drivers, technical and planning issues that create an environment for “what will work”
aspects and the critical needs to conceptually design a successful and rapid implementation of wind resources in the Great Lakes
the lessons learned from success stories in Delaware and New Jersey

April 6, 2010: M&A Engagement Letters

Featured: David B. Miller, Partner, Faegre & Benson; Michael K. Coddington, Partner, Faegre & Benson; Chris Walmsley, Director & Senior Counsel, RBC Capital Markets; and Glenn Gurtcheff, Managing Director, Minneapolis Office, Harris Williams & Co.

The engagement letter between a company and an investment bank is a critical part of every M&A deal and sets the stage for the parties' relationship in an M&A deal. Careful negotiation of the agreement is important to protect the parties' interests.

A number of recent court decisions serve as a warning to counsel on both sides of the table of the complications that can arise when clients enter an engagement agreement. Attention to the details of the terms of the agreement is critically important to assure expression of the parties’ intent and avoid future disputes. The scope of the engagement, advisor duties and compensation, confidentiality and conflicts of interest and liability mitigation must be addressed.

This authoritative panel of M&A attorneys and investment bankers examined the key elements of an engagement letter, discussed the primary considerations when negotiating the letter, and offered strategies for negotiations.

March 17, 2010: Negotiating Indemnification Provisions in Acquisition Transactions: A Drill-Down Featuring the Private Target Deal Points Study

Featured: Steven Tonsfeldt, Partner, O’Melveny & Myers LLP; Abigail Bomba, Associate, Fried Frank Harris Shriver & Jacobson LLP; Kristen Kercher, Partner, Cooley Godward Kronish LLP, Thomas Queen, Partner, Graves Dougherty Heron & Moody; Mark Seneca, Partner, Orrick, Herrington & Sutcliffe LLP; and John E. Stoddard III, Partner, Drinker, Biddle & Reath LLP.

Since their inaugural release by the Committee on Negotiated Acquisitions, the Deal Points Studies have gained wide recognition as the gold standard for market metrics of key negotiated legal issues in M&A agreements. The 2009 Private Target M&A Deal Points Study has carried on that tradition. The sections of the 2009 Study examining the indemnification obligations of the parties have generated a great deal of discussion since the release of the Study this past December.

The expert panel for this program was drawn from the working group responsible for putting this portion of the Study together. The program analyzed and reviewed the indemnification sections of the Study on an in-depth basis and drill-down on many of the topics presented by going behind the scenes and looking at the raw data points used in the Study. It was a must-attend for all deal lawyers and related professionals interested in market trends and developments in these key areas.

Topics covered included:

Survival periods;
Indemnification caps and escrows;
Baskets and deductibles;
Exclusivity of remedies; and
Common carve-outs and exceptions.

March 16, 2010: Lender Liability: Evaluating, Minimizing and Defending Claims

With record numbers of loan defaults, foreclosures and corporate bankruptcy filings, borrowers are increasingly filing lawsuits as “preemptive strikes” to forestall foreclosure or loan default. Many times these suits appear as counterclaims to legal action filed by lenders.

Many lender liability problems arise in connection with a lender’s conduct or statements made in the course of efforts to restructure or work out a problem loan. Borrowers and guarantors are asserting lender liability claims in an effort to increase leverage in workout negotiations.

Bankruptcy trustees and unsecured creditors are becoming more aggressive in alleging lender liability issues to increase recovery for unsecured creditors in bankruptcy cases. Lenders’ and borrowers’ counsel must understand claims and defenses from both sides to protect their client’s interests.

An authoritative panel of legal specialists reviewed various theories of lender liability and offered best practices to conduct loan workouts and exercise default remedies to minimize lender liability claims.

The panel reviewed these and other key questions:

What are the most common mistakes lenders make in loan workouts that can lead to lender liability claims?
What theories of lender liability are commonly asserted by junior or participating lenders against senior lenders?
How are lender liability claims being asserted in bankruptcy—and what steps can lenders take to survive a challenge in bankruptcy?

March 12, 2010: Transactional Associates Roundtable Discussion: Basic Closing Procedures

Discussion Facilitators: Senior Associates

Our 12th roundtable session focused on basic closing procedures including - pre-clearing merger filings, evidence of filing, date of good standing certificates, exchanging signature pages pre-closing, wire transfer deadlines, removing headers and footers on signature pages, and more.

March 9, 2010: New SEC Guidance on Cooperation in Investigations and Enforcement Actions

In its continuing effort to detect and stamp out securities law violations, the Securities and Exchange Commission (SEC) issued on January 13—for the first time ever—guidance on how it will evaluate the value of an individual’s cooperation in corporate investigations.

The new guidelines complement existing cooperation guidelines for companies first announced in the SEC’s 2001 Seabord Report. Together, the two sets of cooperation guidance promise to change dramatically the conduct of civil and criminal securities investigations.

The January 13 guidance was accompanied by a revision to the SEC Enforcement Manual, which sets forth new “cooperation tools” the SEC will use to encourage cooperation, including proffer agreements, deferred and non-deferred prosecution agreements and immunity requests.

A panel of attorneys with experience representing clients before the SEC examined the new guidance and shared their insights on lingering questions and legal concerns for corporations. The panel explained how public companies, their officers, directors and employees should respond to more aggressive agency enforcement.

The panel reviewed these and other key questions:

What is the significance of the new SEC guidance for companies currently under SEC investigation or potentially facing investigation in the future?
What factors will the SEC consider in deciding whether an individual is sufficiently cooperating in an investigation?
What immediate actions should a company take when it learns that the SEC is investigating its activities?
How will attorney-client privilege and work-product protection concerns factor into the cooperation process?

March 4, 2010: A GTMO Detainee Returns Home - The Final Chapter in Fredrikson’s Representation of Ahcene Zemiri

Panel Featured: Jim Dorsey, John Lundquist, Nicole Moen, and Deb Schneider

Fredrikson’s GTMO habeas team discussed the events leading to their client’s return to Algiers last month.

March 3, 2010: Purchase Agreements in Business Acquisitions

Business acquisition deals are executed through the purchase agreement containing extensive provisions regarding representations and warranties, indemnification, and termination conditions. Negotiating the purchase agreement is a time-consuming and often contentious process.

Buyers’ and sellers’ counsel must have a detailed understanding of the interplay of various provisions within the purchase agreement in order to streamline negotiation and avoid post-closing disputes. Using boilerplate language in purchase agreements is ill advised.

An authoritative panel of attorneys explained the attorney’s role in negotiating and crafting key terms in purchase agreements, focusing on the provisions regarding representations and warranties, conditions and covenants for closing the deal, and indemnification.

The panel reviewed these and other key questions:

What are the most commonly negotiated provisions in purchase agreements?
How has the recent trend in lawsuits impacted the negotiation of MAC clauses?
How can counsel for buyers and sellers best mitigate risk when drafting and negotiating indemnification provisions?
What tactics have proven most effective in resolving thorny issues when negotiating purchase agreements?

February 25, 2010: Fraudulent Conveyance Actions: The Impact of In re TOUSA

In October 2009, a $600 million judgment was rendered against Citigroup, Bank of America, Wells Fargo and other lenders in a fraudulent transfer claim against bankrupt homebuilder TOUSA. One of the more problematic rulings was the court’s invalidation of the savings clause in the loan guarantees.

While preference claims are often used as bargaining chips, In re TOUSA has emboldened other creditors to more forcefully pursue fraudulent conveyance claims. The ruling has broad implications for solvency opinion providers and participants in the secondary loan and derivatives markets.

Practitioners must be well-versed on the ramifications of this case on rescue financings, liens on subsidiary assets, solvency opinions and the future of fraudulent conveyance litigation.

An authoritative panel of bankruptcy attorneys discussed the key rulings in the TOUSA case and the impact on rescue finance transactions, loan documentation and the future of fraudulent transfer litigation.

The panel reviewed these and other key questions:

Will TOUSA prove to be the death of fraudulent conveyance saving clauses in loan documents and guaranties?
How should “indirect benefits” to co-borrowers or guarantors be assessed in determining reasonably equivalent value?
What are the lessons for solvency opinion providers in TOUSA?

February 24, 2010: Renewable Energy Project Financing: Legal Strategies for Structuring the Deal

The economics of renewable energy development are becoming increasingly attractive as the demand for renewable energy has made it the fastest growing energy sector. One of the hurdles to such development is structuring financing arrangements because investment in the emerging industry remains risky. Finding the right financial structure is complex. Are traditional purchase power agreements (PPA) the best way to finance a renewable energy project? Maybe not, as PPAs are more difficult to obtain for renewable energy projects and, even if obtained, are more complicated.

As the demands for capital increase, new products are emerging and existing products are evolving to meet the significant growth. Companies, investors and their legal counsel must understand the markets and tools available to use the financing trends to their advantage. An authoritative panel of energy and project finance attorneys examined and offered their perspectives on financing renewable energy projects, including financial incentives available, sources of capital, debt and equity structures.

The panel reviewed these and other key questions:

What are the key issues in weighing the financing options available for a renewable energy project?
What financial incentives are available to investors in renewable energy projects?
What are the likely sources of capital for renewable energy project developers?

February 19, 2010: Drafting Boilerplate Provisions: Fine Print, BIG DEAL

You’ve spent hours drafting your contract. One last step — cut and paste in your “usual” boilerplate provision to the end of your document. But be forewarned: do so at your own peril!

This practical, information-packed workshop provided standard boilerplate provisions which serve as a road map to your document by telling the parties how to govern their relationship and administer the contract. They are not to be glossed over, as in each of these critical provisions are significant business, legal, and drafting issues full of dangerous traps for the unwary.

This webcast addressed all of the contract provisions that usually fall into the “general” or “miscellaneous” sections of a contract, including:

Governing Law and Forum Selection
Waiver of the Right to a Jury Trial
Assignment, Delegation, and Change of Control
Successors and Assigns
And much more!

February 11, 2010: Data Security Breaches: The Growing Liability Threat

Several states responded to a rash of data security breaches by enacting laws to require that private customer and employee data be protected. Over 40 states now have such laws. However, standards for what constitutes reasonable safeguards of personally identifiable information are vague and vary.

Documented data breaches affected over 285 million records in 2008 alone, damaging the reputations of companies and resulting in multimillion-dollar settlements against companies. In a time when most businesses store and transmit data electronically, the likelihood of breaches is only growing.

In light of recent developments — including data security regulations effective March 1, 2010 in Massachusetts but with far-reaching national implications — businesses must prepare now to meet the data management and security challenges associated with handling personally identifiable information.

In this session, a panel of privacy law attorneys examined recent legislative and case law developments impacting the protection of employees’ and customers’ sensitive personal information and other confidential data. The panel discussed the data vulnerabilities most often seen and will offer strategies to prevent, prepare for and respond to data breaches.

The panel reviewed these and other key questions:

How will the new Massachusetts data security regulations affect the data practices of corporations nationwide that handle data of the state’s residents?
What proactive steps should businesses take to safeguard the sensitive personal information of customers and employees?
What response policies should companies have in place in the event of a data breach to minimize liability for an inadvertent disclosure of sensitive personal information?
What steps are state and the federal governments taking to help businesses safeguard the personal data of employees and customers?

February 9, 2010: Renewable Energy Project Financing: Legal Strategies for Structuring the Deal

As the demands for capital increase, new products are emerging and existing products are evolving to meet the significant growth. Companies, investors and their legal counsel must understand the markets and tools available to use the financing trends to their advantage. Our authoritative panel of energy and project finance attorneys examined and offered their perspectives on financing renewable energy projects, including financial incentives available, sources of capital, debt and equity structures. The panel reviewed these and other key questions:

What are the key issues in weighing the financing options available for a renewable energy project?
What financial incentives are available to investors in renewable energy projects?
What are the likely sources of capital for renewable energy project developers?

February 2, 2010: Fraudulent Conveyance Actions: The Impact of In Re TOUSA

Practitioners must be well-versed on the ramifications of this case on rescue financings, liens on subsidiary assets, solvency opinions and the future of fraudulent conveyance litigation.

An authoritative panel of bankruptcy attorneys discussed the key rulings in the TOUSA case and the impact on rescue finance transactions, loan documentation and the future of fraudulent transfer litigation.

The panel reviewed these and other key questions:

Will TOUSA prove to be the death of fraudulent conveyance saving clauses in loan documents and guaranties?
How should “indirect benefits” to co-borrowers or guarantors be assessed in determining reasonably equivalent value?
What are the lessons for solvency opinion providers in TOUSA?

January 28, 2010: Alan Dye on the Latest Section 16 Developments

An NASPP Webcast

What are the latest issues that have arisen—and what you can do to resolve them
What considerations to keep in mind for Form 5 reporting and Item 405 disclosures
How to keep your compliance program up to date
Answers to any questions that you have posed to Alan in advance of the program

January 27, 2010: M&A MTG and D&O Fiduciary Duties to Multiple Classes of Stockholders

Featured: William Savitt, Partner, Wachtell Lipton Rosen & Katz; Mark A. Morton, Partner, Potter Anderson & Corroon, and Michael D. DiSanto, Partner, Reed Smith

Advising corporate boards regarding the fiduciary duties they owe the company and its shareholders is a growing challenge for counsel as more companies face financial distress. This task is even more complicated when the corporation has multiple classes of stockholders. A recent Delaware case, In re Trados Inc. Shareholders Litigation, provides meaningful guidance on the duties directors and officers owe multiple classes of stockholders. In re Trados intersects with Delaware’s developing “zone of insolvency” case law, also a current concern for corporations.

Another recent Delaware case, In re John Q. Hammons Hotels Inc. Shareholders Litigation, helps clarify applicable fiduciary duties owed in transactions involving dual class companies and provides guidance for counsel in such transactional situations. The panel of corporate attorneys discussed the implications of In re Trados, In re John Q. Hammons Hotels, and other recent Delaware cases for directors and officers; explained the fiduciary duties owed to multiple shareholders; and offered best practices to minimize the risk of breach of fiduciary duty lawsuits. The panel reviewed these and other key questions:

What insights and guidance do In re Trados, In re John Q. Hammons Hotels, and other recent Delaware cases offer counsel advising corporate boards in which there are multiple classes of stockholders?
How can directors and officers minimize liability for decisions made that benefit certain preferred stockholders at the expense of common shareholders?
What strategies can counsel for directors and officers employ to defend against breach of fiduciary duty lawsuits?
How can corporations avoid and defend derivative lawsuits arising from director and officer actions?

January 26, 2010: The Practical Law Company - Kick-Off Training Session

Featured: Amy Rupprecht, Service Integration Manager, Practical Law Company

Our firm has just signed a year-long contract for The Practical Law Company, a unique online “knowledge solution” that our M&A lawyers found invaluable during our free trial. Participants learned how to access the practice guides, timelines, checklists, forms, and other resources this service provides.

January 20, 2010: ABA/ACORE: 2010 - What’s New? What’s Happening? What is Next?

Featured: Michael T. Eckhart, President, ACORE, and Robert F. Riley, Esq., Williams Mullen

The Renewable Energy industry survived 2009 intact with much promise and a clouded future. The economic stimulus package provided enormous support for the Renewable Energy community, but project development, investment and finance is still lagging. Congress did not pass a comprehensive Energy and Environmental legislative package, but continues to work toward wide-ranging national legislation in 2010 with significant implications for the industry. The stock market has rebounded, jobs growth is sluggish (although job terminations have been arrested) -- but the economy is still struggling. Main Street has met Wall Street but new business, technology and innovation and small business has not yet flourished.

Now, its 2010 -- a bright new year with a brand new budget! Items discussed: What is the outlook for financing, development, infrastructure and the law for 2010? Were the concerted and commendable federal and state stimulus efforts enough to overcome the economic challenges that lie ahead? Will financing for renewable energy projects be more readily available in 2010? Will jobs recovery legislation help the renewables industry? What are its implications for the industry based upon the Congress failure to pass comprehensive legislation in 2009? Will any such legislation be passed in 2010? Will new tax legislation extend existing incentives, or will major tax restructuring occur driven by the thirst for revenue and balancing the US budget? Will post Copenhagen maintain the push for climate change legislation or foster a new post Kyoto model?

January 20, 2010: Document Retention & Destruction Policies for Financial Institutions

Featured: A. Kelly Brennan, CAMS, Balch & Bingham LLP and Katharine F. Musso, CAMS, Balch & Bingham LLP

Financial institutions too often rely on recommended document retention guidelines without understanding the risks of inconsistent or antiquated practices. While Sarbanes-Oxley has clarified the responsibilities of certain financial institutions, Sarbanes-Oxley is only a portion of the document universe. This teleconference discussed the complex universe of document retention rules. Perhaps more importantly, however, this teleconference explained the necessity for a vigorous document destruction program. Consistent management of documents reduces litigation exposure and regulatory criticism.

Document Retention:

Sarbanes-Oxley
Federal Banking Regulations
IRS and Documents for Auditors and Accountants

Document Destruction:

Sarbanes-Oxley
Federal Banking Regulations
Escheat and Privacy

Special Circumstances:

Litigation
Investigations and Exams
Third-Party Claimants

January 15, 2010: Transactional Associates Roundtable Discussion: Effective Delegation

Discussion Facilitators: Senior Associates

This was our 10th roundtable session. This month, we focused on effective delegation.

January 14, 2010: Algal Biomass Industry Survey

This Algal Biomass Organization MEMBERS ONLY webinar reviewed the results of the 2009 Algal Biomass Industry Survey conducted 4th quarter 2009. Hosted by the ABO’s executive director, Mary Rosenthal, this webinar included presentations by Elizabeth Willett, ABO Board member and Business Development Manager at Mars Symbioscience, and Mark Edwards, PhD., Arizona State University. This webinar featured insights on:

Baseline information about the emerging algal industry
Algal biofuel production focus
Algae strain preferences
Emerging production models
Industry issues
Technical challenges
Co-products

January 13, 2010: Hot Issues for the Proxy Season

An ABA Teleconference

Featured: Program Moderator: Frank M. Placenti, Chair, Corporate Governance Practice, Squire, Sanders & Dempsey, LLP; Charles Elson, University of Delaware; Peggy Foran, Chief Governance Officer, Prudential Financial, Inc.; Joele Frank, Managing Partner, Joele Frank, Wilkinson Brimmer Katcher; Patrick McGurn, Risk Metrics Group; and Charles Nathan, Partner, Latham & Watkins

The 2010 Proxy Season ramped up as shareholder proposals for inclusion in the proxy materials arrived at companies across the country. The global economic crisis is setting a new tone, one which will sharpen the focus on issues we have seen in past years and introduce some new ones. These distinguished panelists discussed critical issues for the 2010 Proxy Season, including:

The SECs New Board Qualification Disclosure Rules -- Road Map to Future Activism?
Executive Compensation
Practices that Could Draw Fire from Shareholders
Best Practices
“Say on Pay” Proposals
NYSE Rule 452
Risk Metrics’ Policy
Likely Shareholder Proposal and Model Responses
Governance Practices that Spark Activism

January 7, 2010: Commercial Real Estate Loan Guaranty Enforcement

Featured: Stephen D. Peterson, Partner, McGuire Woods; Susan C. Tarnower, Attorney, McGuire Woods; Henry P. Lorber, Managing Director, Hays Financial Consulting; and Kevin C. Watters, McGuire Woods

Deflation of commercial real estate values and a surge in borrower defaults have forced commercial real estate lenders to pursue high net worth guarantors for repayment of their loans.

Counsel for lenders seeking to maximize recovery through real estate loan guaranties should carefully examine the enforceability of the guaranty, the scope of liability and the maximum amount recoverable from the guarantor.

Our panel of real estate attorneys and a lender explained the most common types of guaranties securing commercial real estate loans and their idiosyncrasies and the practical realities facing lenders seeking to enforce their guaranties. The panel offered best practices for lenders to maximize recovery through guaranty enforcement. The panel reviewed these and other key questions:

How are commercial real estate loan guaranties being enforced in the current environment?
What legal and practical obstacles make guaranty enforcement challenging?
What legal and business strategies can lenders employ to maximize their recovery in a down market?

January 5, 2010: Anatomy of Business Law: Tips and Terms for Corporate Drafting

An ABA Teleconference

Featured: Eric A. Koester, Associate, Cooley Godward Kronish LLP (Moderator); Samantha Horn, Partner, Stikeman Elliott; Erik L. Kantz, Partner, Arnstein & Lehr LLP; and David K. Staub, Member, Staub Anderson Green LLC

This program offered a primer on corporate drafting, including a discussion of frequently used terms, avoiding drafting disasters, and suggestions for successful drafting.

December 22, 2009: Delaware Alternative Business Entities: New Opportunities With LLCs, LLPs & Statutory Trust Vehicles

The contractual flexibility provided in the Delaware alternative business entity codes makes it the top choice for LLC, LLP and statutory trust formation. All corporate practitioners must understand legal developments and trends in utilization of these entities in business, finance and investment.

Several key 2009 cases have addressed various issues associated with LLC operating agreements, fiduciary duties and liabilities and judicial dissolution. In August 2009, Delaware amended its alternative entities codes to clarify existing law and create more flexibility for contractual freedom.

Some of the more significant amendments to the codes address the doctrine of independent legal significance, amendments to governing agreements in the wake of mergers and conversions, LLP formation issues, and expansion of the jurisdiction of the Delaware Court of Chancery.

An authoritative panel of corporate attorneys discussed recent statutory and common law developments in Delaware alternative business entities and trends in the use of these entities.

The panel reviewed these and other key questions:

How have the recent amendments to the Delaware alternative entity statutes impacted operations and governance of these entities?
What are the emerging trends for use of alternative entities in finance and investments?
How are alternative entities being used in the international business arena?

December 16, 2009: “Out Clauses” in M&A: Maximizing Deal Protection

In the boon times of M&A, the traditional approach to financing contingencies gave way to reverse termination fees and sponsor guarantees. In today’s uncertain credit markets, buyers are pushing for financing outs, while pressuring lenders to provide firm, comprehensive financing commitments.

Sellers once eschewed optionality in favor of certainty that the deal would get done. Recent trends see sellers pushing for protection with target-friendly board-level fiduciary outs, shareholder vote provisions, and go-shop clauses.

The use of reverse termination fees has expanded beyond private equity buyers and has now been adopted by strategic buyers. Specific performance clauses have been used by sellers as recourse not only against the buyer, but also against its sponsors and lenders.

An authoritative panel of attorneys discussed best practices for negotiating out clauses and address some of the precedent-setting deals that are providing new models for deal protection provisions.

The panel reviewed these and other key questions:

Are financing outs re-emerging as a favored strategy?
How can optionality benefit targets and their shareholders?
What are the upward bounds of allowable reverse termination fees?
How do current financial market conditions favor strategic buyers?

December 9, 2009: Cloud Computing: Managing the Legal Risks

Featured: Janine Anthony Bowen, Partner, McKenna Long & Aldridge, and Michael E. Larner, Counsel, Hoagan & Hartson

Cloud computing is a powerful tool to resolve data capacity challenges, reduce costs and enable the convenience of accessing applications and data anywhere, anytime. However, there are risks such as when T-Mobile Sidekick users learned in October that their data stored online was irretrievably lost. While such data losses are rare, the legal risks are not - and are still emerging. Key legal issues for businesses include developing licensing and/or service agreements, ensuring protection of corporate assets and information, and anticipating and mitigating privacy risks.

Counsel advising businesses that use or are considering using cloud computing resources must understand the potential impact of virtual storage on legal jurisdiction questions. Our authoritative panel of attorneys discussed legal risks and emerging legal issues for using cloud computing. The panel outlined strategies for businesses and their counsel to manage and mitigate the risks while taking advantage of the benefits. The panel reviewed these and other key questions:

What are the key advantages and critical legal risks involved in cloud computing?
What terms and conditions should companies look for in a cloud computing license/service agreement?
What steps can companies and their counsel take to protect corporate assets and confidential data?
How does the nature of cloud computing raise legal jurisdictional challenges?

December 3, 2009: CT Corporation: Delaware Business Entity Laws

Best Practices for Seamless Transactions:

The top four reasons why Delaware is the leading entity formation state
A detailed review of the provisions of the Delaware Corporation and LLC laws governing formation, management, and post-formation transactions
An overview of the laws governing other unincorporated entities
A look at filing issues and annual franchise tax requirements

This three-hour seminar provided a solid understanding of Delaware’s business entity laws and hands-on tips for working with the nations leading entity formation state.

Bonus Seminar! Empower Yourself With Online Tools: What’s Available and Future Trends:

This seminar illustrated how advances in technology have provided legal professionals with new, efficient and real-time options for maintaining entity compliance and completing transactional work. Smart online tools capitalize on connectivity to give users a unique interactive view of their entity records, due dates, requirements, filings, orders, etc.

Participants learned how to successfully employ these online capabilities for the following subject areas:

Entity Management
Compliance Calendar
Orders
Service of Process

December 3, 2009: EPA Action on GHGs: What to Expect and How to Prepare

Featured: Gabrielle Sigel, Co-Chair Climate & Clean Technology Practice, Jenner & Block LLP

Over the past several weeks, U.S. EPA has taken groundbreaking steps to implement the regulation of greenhouse gases (GHGs) under the Clean Air Act. In the initial days of the new Administration, U.S. EPA Administrator Jackson stated that her preference was for Congress to take the lead on developing a new program for GHG regulation. However, recent U.S. EPA activity shows a change in strategy. As Administrator Jackson announced in September, U.S. EPA will no longer conduct “business as usual” waiting for Congress to act. Moreover, the power industry is the principal focus of U.S. EPA’s new regulatory activity.

U.S. EPA’s new initiatives under the Clean Air Act include issuing a proposed Endangerment Finding, proposing and finalizing a rule requiring the certified reporting of GHG emissions, and proposing a rule regarding permitting requirements for GHG sources. These rules will, or are proposed to, come into effect in a few short months. Although many utility and power generation sources already report carbon dioxide emissions under other Clean Air Act requirements, never before has the U.S. EPA proposed such a comprehensive set of regulations directly targeting GHG emissions.

This webinar presented an analysis, by an attorney expert in the field, of U.S. EPA’s latest GHG regulatory initiatives. We presented an overview of the status of GHG regulation at the start of the new Administration, and then we will describe all the changes proposed and implemented for future GHG regulation, both by U.S. EPA and by Congress. In addition, this webinar recommended practical guidelines on how you can prepare for this new regulatory and legislative environment.

Topics discussed:

Describe EPA’s recent GHG regulatory initiatives
Evaluate the status of GHG regulations currently, and discuss potential future regulations by EPA and potential legislation by Congress
Propose guidelines on how utilities can prepare for potential Congressional and EPA action in the future

December 2, 2009: Equity Interests as Collateral in Commercial Lending

Featured: Steven O. Weise, Partner, Proskauer Rose, and Lynn A. Soukop, Partner, Pillsbury Winthrop Shaw Pittman

Equity interests - including stocks, partnership interests and LLC interests - are now a common form of collateral in commercial loan transactions. Partnership and LLC interests as collateral create unique challenges because they involve complicated contract, securities and organizational law issues. With commercial loan defaults at a record high, lender's counsel must exercise due diligence up front to ensure that loans secured by equity interests are properly perfected. Moreover, counsel must carefully weigh the options for enforcing the security interests promptly upon borrower default.

A panel of finance attorneys provided best practices for advising lenders holding equity interests as collateral in commercial loans. The panelists offered their perspectives and experiences on the potential pitfalls involved in perfecting the security interests and will provide strategies for pursuing strict foreclosure, UCC Section 9-610 sale, or another enforcement remedy. The panel reviewed these and other key questions:

What steps should lender’s counsel take to avoid common pitfalls in perfecting security interests in stock, partnership interests and LLC interests?
What remedies are available to lenders under the UCC upon default on a loan secured by equity interests?
How are recent changes in states’ entity laws making it harder for borrowers to pledge partnership and LLC interests as collateral?

December 1, 2009: Bank Asset Acquisitions by Private Equity and Other Non-Bank Investors

Featured: Daniel Keating, Partner, Hogan & Hartson.

In the past year, the Federal Reserve liberalized regulatory requirements of the Bank Holding Company Act to entice non-bank investors to invest in troubled banks. The IndyMac deal and recent sale of BankUnited Financial to a group of private equity firms have spurred interest by non-bank investors.

The FDIC’s August 2009 Statement of Policy sets forth its terms for evaluating acquisitions of financial institutions by private investors. While the rules treat private equity investors somewhat differently and more strictly than other investors, it does signal much more flexibility by the regulators.

The FDIC’s loan portfolio sales offer unique opportunities for investors to buy distressed assets of failed banks in a joint venture format or with FDIC financing. The recent real estate loan sale to a group led by Starwood Capital and the PE firm TPG merits close attention by private investors.

An authoritative panel of banking attorneys discussed the opportunities for private, nonbank investors to invest in failing banking institutions or purchase distressed loan assets, the challenges and pitfalls facing private investors, and strategies for negotiating with banking regulators.

The panel reviewed these and other key questions:

How can private investor deals be structured to avoid the control rules of the BHCA or the SLHCA?
How do federal regulators judge proposed private equity investments?
Will the FDIC’s August 2009 Policy Statement on private equity investments encourage more private equity and other non-bank investors to look at failing financial institutions?
How can private investors purchase loans from the FDIC?

November 17, 2009: M&A Negotiation Trends: Insights From the 2009 Deal Points Study on Private Targets

Featured: Wilson Chu, Partner, K&L Gates LLP, Dallas, TX

Program Faculty: Mark Danzi, Shareholder, Hill, Ward & Henderson, P.A., Tampa, FL; Larry Glasgow, Partner, Gardere Wynne Sewell LLP, Dallas, TX; Lola Hale, Member, Epstein, Becker & Green, PC, Chicago, IL; Hendrik Jordaan, Partner, Holme Roberts & Owens, Denver, CO; Michael J. Kendall, Partner, Goodwin Procter LLP, Boston, MA; Kristen Kercher, Partner, Cooley Godward Kronish LLP, Palo Alto, CA; Craig Menden, Partner, Sonnenschein Nath & Rosenthal LLP, Palo Alto, CA; Jessica C. Pearlman, Partner, K&L Gates LLP, Seattle, WA; Carl Sanchez, Partner, Paul, Hastings, Janofsky & Walker LLP,
San Diego, CA; James Sullivan, Partner, Alston & Bird LLP, New York, NY; Steven J. Tonsfeldt, Partner, O’Melveny & Myers LLP, Menlo Park, CA; and Maryann Waryjas, Partner, Katten Muchin Rosenman LLP, Chicago, IL

The Deal Points Studies of the Mergers & Acquisitions Committee have gained wide recognition as the gold standard for market metrics of key negotiated legal issues in M&A agreements.

Featuring insights from the working group leaders of the soon-to-be released 2009 version of the Committee’s flagship Private Target Deal Points Study, this program was geared toward deal lawyers interested in market trends and developments in negotiating definitive acquisition agreements of private targets. Issues covered included:

Purchase price adjustments and earnouts
Material Adverse Effect and other Pervasive Qualifiers
Catch-all representations and warranties
Closing conditions
Covenants
Termination
Sandbagging and non-reliance
Indemnification
Dispute resolution

November 13, 2009: Transactional Associates Roundtable Discussion: Communicating Effectively

Featured: Senior Associates

This was the 9th roundtable session that focused on communicating effectively.

November 10, 2009: When the SEC Comes Knocking

Featured: John J. Carney, Partner, Baker Hostetler; Richard W. Grime, Partner, O’Melveny & Myers; and Ty Cobb, Partner, Hogan & Hartson

With new leadership, a drastically increased budget, and a renewed sense of activism in the wake of the financial meltdown on Wall Street, the Securities and Exchange Commission Enforcement Staff will act more quickly, more aggressively, and exact greater penalties from enforcement action targets. Publicly traded corporations, particularly in financial services, anticipate significantly stepped-up SEC enforcement, much closer scrutiny of their activities, and increased penalties. The agency will exert greater pressure on companies to respond quickly to requests for documents and testimony.

Effective action taken early in an SEC probe can mitigate penalties and possible criminal prosecutions. In the new enforcement environment, a company subject to SEC inquiry must show that it had reasonable compliance procedures in place and demonstrate cooperation with the investigation. This panel of legal specialists discussed current SEC enforcement initiatives, best practices for responding to an SEC investigation, and strategies for minimizing penalties.

November 4, 2009: Negotiating Indemnification Provisions in M&A Deals

Featured: Todd B. Pfister, Partner, Foley & Lardner; Kevin D. Kreb, Partner, PricewaterhouseCoopers; Jeff J. Litvak, Senior Managing Director - Forensic Litigation, FTI Consulting; and Catherine B. Nelson, Senior Counsel, Foley & Lardner

Indemnification provisions are among the most heavily negotiated terms in merger and acquisition transactions. Failure to properly allocate risks when structuring a deal can result in unintended legal and financial exposure for buyers and sellers. When negotiating indemnification provisions, parties must consider time, subject matter and dollar limitations; how to identify indemnitors and indemnitees; escrowed funds and setoff rights; defense of third-party claims; and payment on indemnification. The use of boilerplate language is dangerous.

An authoritative panel-including deal attorneys, an accountant and an M&A consultant-explained the impact of the buyer’s market on the negotiation of indemnification provisions and offered best practices for negotiating indemnification provisions in a way that benefits and protects buyers and sellers and reduces post-closing disputes.

October 29, 2009: M&A Negotiation Trends Involving Public Targets

Featured: James R. Griffin, (Moderator), Partner, Fulbright & Jaworski LLP, Dallas, TX; Luke J. Bergstrom, Partner, Latham & Watkins, LLP, Menlo Park, CA; Jay E. Bothwick, Partner, WilmerHale, Boston, MA; Edward A. Deibert, Partner, Howard Rice Nemerovski Canady Falk & Rabin, San Francisco, CA; Keith A. Flaum, Partner, Dewey & LeBoeuf LLP, Palo Alto, CA; Diane Holt Frankle, Partner, DLA Piper LLP (US), East Palo Alto, CA; Hal J. Leibowitz, Partner, WilmerHale, Boston, MA

Since their inaugural 2006 release by the Committee on Mergers & Acquisitions, the Deal Points Studies have gained wide recognition as the gold standard for market metrics of key negotiated legal issues in M&A agreements. The Studies have also gained popularity among investment bankers, private equity investors, CFOs and other non-lawyer deal professionals. Featuring insights from the recently released 2009 version of the Strategic Buyer/Public Target Deal Point Study, this program was intended for all deal lawyers interested in market trends and developments in negotiating definitive acquisition agreements involving publicly traded target companies. Issues discussed:

Closing conditions, including the “MAC out”
Deal protections including, no-shops
Fiduciary outs and break-up fee triggers
Remedies, including specific performance, reverse termination fees and related provisions
Provisions unique to two-step tender offer deals

October 26, 2009: Negotiating Earnout Provisions in M&A Deals

Featured: David M. Grinberg, Partner, Manatt Phelps & Phillips; Maryann A. Waryjas, Partner, Katten Muchin Rosenman; Scott P. George, Managing Director, P&M Corporate Finance; and Bernard I. Zaia, Managing Director, Barrington Associates

A dearth of traditional financing and growing uncertainty about the current value and future performance of businesses have pushed buyers and sellers to explore earnouts as a financing strategy for merger and acquisition deals. Earnout provisions allow the buyer to make deferred purchase price payments that are contingent upon the acquired company's economic performance or attainment of established benchmarks during the post-closing period.

While earnouts can be an appealing option in the current environment, transactions involving earnouts are complex and fraught with risk. Counsel advising buyers and sellers should cautiously consider whether earnouts are suitable for their transactions and carefully negotiate and structure the deal. A panel of corporate finance attorneys explained the types of acquisition deals for which earnouts are appropriate and provided strategies for negotiating and structuring earnout provisions to reduce post-closing disputes.

October 16, 2009: Transactional Associates Roundtable Discussion: Managing Workflow

Featured: Jamie Snelson and Senior Associates

This was our 8th roundtable session in which we focused on managing workflow. Participants shared their experiences and tips.

October 15, 2009: The UCC Article 9 Update

The revisions to Article 9, which generally became effective in 2001, substantially changed the law. Now, with a few years of experience, the case law is beginning to emerge and develop, and practitioners are beginning to identify issues not contemplated by the drafting committee. The changes to the Article 9 filing system were significant and the prevalence of filing cases suggests that secured parties need to be reminded to do a better job. You also need to be aware of characterization issues and the potentially significant adverse impact if a deal that is documented in a manner that a court later determines does not reflect the true character of the transaction. Finally, in a time of financial distress and the increased probability of default and disputes, a refresher on enforcement and intercreditor matters is important as many more transactions are ending in enforcement instead of repayment or refinancing.

October 13, 2009: 2009 Capital Markets Update: The Good, The Bad, The Ugly, and The Optimistic

Featured: Kent Adams, Managing Director, Greene Holcomb & Fisher LLC; Jakk Netland, Director of Marketing, Greene Holcomb & Fisher LLC; and Eric Nicholson, Managing Director, Greene Holcomb & Fisher LLC

The panel covered the following topics:

2009 Capital Markets Overview
Q1-Q3 M&A numbers by size and industry
Debt Markets
Leading economic indicators
Predictions

October 5, 2009: Federal Funding Opportunities for Your Biomass Company

An ACORE Webinar

Featured: Daniel Tobin, Sr. Investment Officer, Loan Guarantee Program Office, Department of Energy; Ellen Neubauer, Program Grants Manager, Department of Treasury; and Shawn Bucholtz, Chief Program Analysis Branch, Biomass Crop Assistance Program, Farm Service Agency, USDA

To assist the biomass industry in applying for available grants and loans, the Biomass Coordinating Council at the American Council On Renewable Energy (ACORE) and the Office of Energy and Environmental Industries at the Department of Commerce are teaming up to produce a webinar on federal funding opportunities for biomass projects. Participants on the webinar will receive first-hand information from the Department of Energy’s Loan Guarantee Office, the Department of Agriculture’s Farm Service Agency, and the Department of Treasury’s Loan Guarantee Office.

The biomass industry is the largest renewable energy industry in the country, accounting for 3.9 quadrillion BTU of energy in 2009 – 53% of the total renewable energy produced in the United States. The industry has great promise and opportunity to grow, but has slowed down considerably by the recent downturn in the economy. As a result, the industry has developed a strong interest in Federal financing alternatives which are available from a variety of agencies including the Departments of Treasury, Energy, and Agriculture.

Three experts representing these federal agencies responded to questions and concerns regarding loans guarantee and the grant-making process in the federal government.

October 1, 2009: Bankrupt Licensees and Licensors: Strategies for IP License Enforcement

Featured: Mark Desgrosseilliers, Partner, Womble Carlyle Sandridge Rice and Evan Jones, Partner, O’Melveny & Myers

The Bankruptcy Code has a significant impact on the enforceability of IP license agreements. Challenges arise in the context of assumption, assignment or rejection of executory IP licenses. The rules are complex and differ according to whether the debtor is the licensor or licensee. Bankruptcy Code Section 365 gives the licensee the right to retain license rights even if the debtor/licensor rejects the license agreement, but that is just the beginning of the hotly contested issues left for the bankruptcy attorney to navigate.

Bankruptcy attorneys must help debtor licensees and licensors determine the cost to the licensee for retaining IP license rights, the extent of the licensor’s rights and obligations, the ability of a debtor licensee to assume or assign an IP license, and whether or not an IP license is executory. This panel of experienced bankruptcy attorneys reviewed the impact of the bankruptcy code on IP license agreements, provided an update on case law developments, and outlined best practices for dealing with IP licenses in a bankruptcy.

September 30, 2009: Drafting Clear and Enforceable Contracts

Featured: Kelly Frey, M.S., J.D., Baker, Donelson, Bearman, Caldwell & Berkowitz, PC

Commercial contracts have become increasingly complex in our litigious society. Why can’t contracts just be written in plain language with the common words (and sentence structures) we use in everyday conversation? The truth is - they can! This teleconference was an introductory course on drafting clear and enforceable contracts in a business environment - using language that everyone can understand. It covered the critical details that need to be in every contract and the language that can be used to simply express these details to achieve the legal result desired by both parties. It also provided an appreciation of how what is included (and what is omitted) in a commercial contract affects how the contract will be interpreted should a dispute arise. This teleconference provided helpful insights, best practices and tricks of the trade in current use by both purchasers and vendors. It also covered current trends in the marketplace with respect to the contracting process and documentation of commercial agreements at Fortune 500 companies.

Key Agenda Points:

What Is the Business Deal?
How Do You Turn the Deal Into the Contract?
The Components of a Good Contract - Say What You Mean and Mean What You Say!

September 23, 2009: Collection Issues for Condominium and Homeowners’ Association: Legal Tips, Concepts and Current Trends in Assessment Collection and Foreclosure

Featured: Mark E. Lines, Shaw & Lines, LLC

This teleconference addressed relevant legal issues and practical considerations related to the collection of assessments for condominium and homeowner associations. Given current economic trends, the suppressed housing market and rising rates of foreclosures and bankruptcies, homeowners’ associations are now inundated with delinquencies and legal issues in degrees not previously experienced. What may have been generally accepted as effective practices just a few years ago to collect unpaid assessments may not be working in today’s economy. This teleconference discussed various legal rights, remedies and proceedings related to community association assessment collection, particularly in light of the historically high foreclosure and bankruptcy filings. Step-by-step procedure for pursuing litigation, either against a homeowner personally or through lien foreclosure, were also summarized discussing related costs, risks and other considerations to assist associations in making more effective and sensible business decisions to adapt to current market and economic conditions.

September 22, 2009: Corruption, Fraud, and Economic Sanctions: The Role of Compliance and Integrity Due Diligence in M&A Decision-Making

Featured: John Kula, Director, Analytic and Forensic Technology, Deloitte Financial Advisory Services LLP &Dispute Services, Deloitte Financial Advisory Services LLP

Even in a struggling economy, global companies look to emerging markets for growth opportunities. However, economic and business pressures can lead to increased risk of corruption and fraud. What impact can these issues have on target selection and deal pricing, structure, terms and conditions? We discussed:

Assessing the potential effects of corruption, economic and trade sanctions, money laundering, integrity and fraud risk on your transaction
Key questions to ask upfront and what can potentially go wrong
Leading practices in compliance and integrity due diligence throughout the merger and acquisition (M&A) lifecycle

Learn how prepared acquirers are making compliance and integrity due diligence a central part of their decision-making process for M&A transactions.

September 21, 2009: Key Governance Reform Proposals: An Institutional Investor Perspective (NACD Webinar)

Featured: Henry R. Keizer, Global Head of Audit, KPMG International, and U.S. Vice Chair - Audit, KPMG LLP; Ann Yerger, Executive Director, Council of Institutional Investors; Kenneth Daly, President and CEO, National Association of Corporate Directors; and Michael P. Dolan, National Director, KPMG’s Washington National Tax Practice

The corporate governance reforms currently being considered by Congress and the SEC will have major implications for boardrooms across Corporate America, and institutional investors have had a prominent voice in the debates shaping these proposals. The KPMG/NACD Audit Committee Webcast, featured a live discussion and Q&A with Ann Yerger, Executive Director of the Council of Institutional Investors, who provided an institutional investor perspective on a number of legislative and regulatory reform proposals.

The Webcast also included an update on key tax developments impacting audit committee and board oversight.

September 18, 2009: Transactional Associates Roundtable Discussion: Managing Closings

Discussion Facilitators: Senior Associates

This was our 7th roundtable session in which we focused on the successful management of closings.

September 15, 2009: Renewable Energy Projects: New Treasury Guidance for Grants in Lieu of Tax Credits

Featured: Stephen Krebs, Baker Botts; Andrew Ratts, Winston & Strawn; and Neil Kimmerfield, Lane Powell

The Treasury Department issued long-awaited guidance to apply for the cash grant in lieu of tax credits for renewable energy projects authorized by The American Recovery and Reinvestment Act of 2009. The guidance facilitates the flow of program funds to eligible businesses. The grant program reimburses a portion of the expense incurred in acquiring specified energy property and is in lieu of other available tax credits under Internal Revenue Code sections 45 and 48.

The grants provide an incentive for investment in renewable energy projects to investors who have lost the capacity to benefit from tax credits. It is important for companies and counsel to understand the pros and cons of the grants. An authoritative panel of attorneys analyzed the Treasury Department’s new guidance, examined the benefits of the grants and tax credits, and outlined financing strategies for renewable energy projects.

September 8, 2009: M&A Transactions: Capitalizing on IP Assets

Featured: Edward G. Black, Partner, Ropes & Gray; Ronald Ben-Yehuda, Partner, Gibson, Dunn & Crutcher; David Klein, Partner, Paul Hastings Janofsky & Walker; and Scott Lebson, Partner, Ladas Perry

Intellectual property assets are significant value drivers in M&A deals in the current market. Most buyers identify IP assets as equal to or more important than other assets when evaluating an acquisition target. Proper treatment of IP assets during a deal is vital to both buyers and sellers. Valuing IP assets is extremely complicated and can derail a promising M&A deal. Acquisitions occurring through the bankruptcy process also present challenges. Comprehensive due diligence, effective valuation strategies, and an understanding of the bankruptcy process are critical for deal counsel.

A panel of corporate finance, intellectual property and bankruptcy attorneys discussed due diligence and valuation strategies for M&A deals involving IP assets and explained how to structure M&A transactions involving IP assets in and out of bankruptcy to maximize opportunity and minimize risk for buyers and sellers.

September 2, 2009: Distressed M&A: Seizing New Opportunities, Minimizing Legal Risks

Featured: Joseph T. Kinning, Partner, Fulbright & Jaworski, Minneapolis, MN; Stephen Spencer, Director, Houlihan Lokey, Minneapolis, MN; and Berry D. Spears, Partner, Fulbright & Jaworksi, Austin, TX

The acquisition of distressed businesses inside and outside of bankruptcy reached record levels over the past year as strategic buyers took advantage of bargain price opportunities. However, the new investment opportunities present a myriad of legal and financial considerations. Acquiring a distressed business typically involves a compressed transaction with competing interests among the stakeholders. When acquisitions occur through a Chapter 11 bankruptcy proceeding or section 363 sale, buyers and sellers face additional legal hurdles.

It is critical that counsel for the buyer and seller understand the opportunities and challenges in distressed M&A and act strategically to negotiate a deal that maximizes the value of the troubled business to their clients’ respective benefits. This experienced panel—including M&A and bankruptcy counsel, an investment banker and a credit officer—discussed new opportunities in distressed M&A and offered strategies for deal counsel for structuring the deal both inside and outside of a bankruptcy proceeding.

August 27, 2009: PTC, ITC or Cash Grant: Where Should A Community Wind Developer Begin?

Featured: Lisa Daniels, Executive Director & Founder, Windustry; Jim Duffy, Esq., Nixon & Peabody LLP; Matt Ferguson, Esq., Reznick Group; Julie Newland, CPA, Reznick Group and Kevin Schulte, Chief Executive Officer, Sustainable Energy Developments, Inc.

During this webinar, participants learned about:

The opportunities relating to each incentive as outlined in the ARRA
What it takes to get a U.S. Treasury Cash Grant in lieu of tax credits, including:
- How to access the funds
- How and when to get project costs certified
- What to expect in the application process
- What the requirements are for submission

August 21, 2009: Transactional Associates Roundtable Discussion: War Stories

The roundtable had a new twist this month; in the sixth associate roundtable session, participants shared their best war stories.

August 20, 2009: Choosing the Business Entity

Featured: Steven G. Siegel, J.D., LL.M.

Choice of entity is a core determination for the formation of a business. The entity may be as simple as a sole proprietorship or as complicated as a large multinational corporation. Each of the business entity options has advantages and disadvantages, including liability, federal and state taxes, required formalities, flexibility, cost of forming and operating the business, and more. The proper choice is critical to the success and sustainability of the business and your clients will look to you as their trusted adviser to lay out the pros and cons of each entity.

This two-hour audio seminar explained the rules, requirements, issues and opportunities in selecting the best entity type in which to operate a business. Mr. Siegel, an outstanding speaker and presenter, provided helpful tips and practical suggestions in order to advise clients with confidence on all matters regarding choice of entity and the resulting tax and non-tax implications. Topics addressed by Steve Siegel included:

Types of Entities to be Considered
Ownership Issues
Liability Issues
Management and Control Issues
Issues of Simplicity, Formality and Cost
Formation of the Entity
Operation of the Entity - Tax Considerations
Disposition of the Business Interest
Changing from One Business Entity to Another

August 18, 2009: How to Negotiate Wind PPAs

AN EUCI Teleconference

The economics of a wind power transaction revolve around pricing and terms of the PPA between the project developer or operator and the purchaser. A successful PPA requires negotiation of capacity, availability and other performance incentive and penalty provisions, allocating the risks of complex interconnection processes, siting and permitting risks and related contingencies, as well as prospective regulatory changes or political events. It also must carefully define renewable energy credits and address the sharing of subsequently-designated tax and environmental benefits and other potential government incentives.

This webinar covered methods to achieve business, legal, and strategic objectives in PPA negotiations for development stage or mature projects.

Participants learned how to:

Discuss key terms and provisions of a PPA
Assess physical power purchases and financial swap alternative structures, model bidding contracts, term sheets, use of the EEI Master Power Purchasing and Sale Agreement as well as the ISDA Schedule and confirmations for wind energy and regulatory products
Analyze and identify methods to achieve business, legal, and strategic objectives in PPA negotiations for development stage or mature projects
Explain approaches to PPA support appendices, working with facilities liens and structuring bankruptcy claw-back
Evaluate federal tax credits scheme and syndication process – the implications on developers

August 18, 2009: Climate Change & Environmental Impact Statements

Panel Featured: Jeffrey Judd, Howrey; Paul Guterman, Akin Gump Strauss Hauer & Feld; and Christina Carroll, McKenna Long & Aldridge

The National Environmental Policy Act (NEPA) and its state equivalents (little NEPAs) require businesses seeking development permits to file environmental impact statements (EIS) evaluating the environmental effects of projects. GHG and carbon footprint mitigation measures must be addressed. Climate change impacts must be measured when assessing a project's environmental impact. Recently, a California court ruled a Wal-Mart development project's EIS was inadequate because it failed to consider greenhouse gas emissions - effectively putting that project on hold.

The ruling demonstrates the need for comprehensive EIS and a new willingness of judges to consider the potential cumulative environmental impact of GHGs. Companies, project sponsors and counsel must understand and incorporate all significant impacts of a project on climate change in all EIS.

An authoritative panel of environmental attorneys examined the requirements under NEPA and the little NEPAs and recent court treatment, discussed key issues to address in the EIS process, and offered best practices for compliance.

August 12, 2009: Structuring M&A Financing: New Strategies for the Current Market

Featured: Charles A. Grayson, Jones Day, and Lindsey Alley, Houlihan Lokey

Buyers and sellers are responding to the shortage of traditional financing for M&A deals by devising creative strategies for structuring deals. Businesses are using earnouts, rollups, joint ventures and other deal terms and structures to keep deals alive in the current market. Companies considering using alternative financing techniques for M&A transactions face a number of legal, tax and financial risks. Counsel must carefully assess the benefits and risks of each structure to properly advise their clients.

In this session, a panel of M&A attorneys and an investment banker evaluated the benefits and risks of the terms and structures being used to facilitate M&A deals in the current market. The panel offered strategies for buyers and sellers for structuring the best acquisition deal.

August 4, 2009: Corporate Counsels Role in Board Meetings

Featured: Ryan Brauer, Bert Ranum, Melodie Rose, and John Satorious

Ryan, Bert, Melodie, and John shared their insight and experiences with board meetings.

July 30, 2009: Structuring Tax Provisions in Partnership and LLC Operating Agreements

Featured: Carolyn R. Turnbull, Director of Tax, Moore Stephens Tiller, and additional faculty to be announced.

To help achieve a partnership’s goals while minimizing tax for the entity and its members, counsel must take a comprehensive approach to structuring an operating agreement that anticipates both tax benefits and pitfalls. Best practices are as critical as knowledge of tax law. In this session, an authoritative panel of tax counsel and advisors reviewed the critical steps to creating a partnership operating agreement that provides for effective tax compliance and planning on an ongoing basis.

July 28, 2009: Transactional Associates Roundtable Discussion: All About LLC’s

Featured: Jessica Manivasager and Brandon Moersch

Jessica and Brandon led the fifth associate roundtable session. Participants discussed and shared their experiences.

July 23, 2009: Caught in the Cross Fire: Liability and Ethical Dilemmas for Directors and Advisors of Troubled Companies

An ABA Teleconference

Panel Featured: Van C. Duerrer II, Skadden, Arps, Slate, Meagher & Flom; Deborah Hicks, Midanek Bailey, Solon Group, Inc; Paul W. Mourning, Cadwalader, Wickersham & Taft; Derrick C. Tay, Oglivy Renault LLP and moderated by: Hon. Jean K. FitzSimon, Judge, U.S. Bankruptcy Court, Eastern District of Pennsylvania

Directors and advisors of troubled companies and distressed non-profit organizations often confront tricky liability and ethical issues. This program addressed the complex problems facing directors of troubled companies and their attorneys, consultants and other professionals, including:

What duties do directors owe to creditors?
What additional considerations come into play when the corporate group includes entities outside of the United States?
How do attorneys and other advisors determine, and make clear, exactly who they represent?
What factors should be considered in deciding whether, and when, a bankruptcy petition should be filed?
How should directors and advisors identify and deal with disputes among various members of a corporate family?

July 16, 2009: The 8th Annual Commercial Law Developments Update-An ABA Teleconference

Featured: Teresa Wilton Harmon, Partner, Sidley Austin LLP and Steven O. Weise, Shareholder, Proskauer Rose LLP

This 8th Annual Commercial Law Developments Update teleconference was a comprehensive review of recent critical developments in commercial law. These developments include recent decisions under UCC Article 9 as well as those involving guaranties, letters of credit, intellectual property, and consumer law. Topics included:

Personal Property Secured Transactions Real Property Secured Transactions
Guaranties Fraudulent Transfers
Financial Institutions UCC - Sales and Personal Property Leasing
Commercial Paper, Electronic Funds, and Transfers Letters of Credit and Investment Securities
Contracts Bankruptcy Code
Professional Liability
Consumer Laws, Debt Collection, and Enforcement of Judgments

July 14, 2009: Alternative Billing Arrangements for Deals: Little Less Talk & A Lot More Action?

A DealLawyers.com webcast

Featured: Wilson Chu, Partner, Haynes and Boone LLP; Scott Depta, Senior Corporate Counsel, Dell; and Lance Jones, Vice President and General Counsel, Trilogy

Alternative billing arrangements are here. The financial crisis has only accelerated a growing trend, where law firms (and other deal advisors) reach agreement with their client to bill outside of the billable hour box. This program gave concrete examples of what these types of arrangements are – and how are they negotiated.

This program covered:

How are arrangements to do deals changing between law firms and corporate clients?
How do negotiations differ when reaching these arrangements?
How can these new types of arrangements benefit law firms? How can they benefit corporate clients?

July 14, 2009: Outlook for Natural Gas Pricing & Markets

Featured: Norm Szydlowski, former President and Chief Executive Officer of Colonial Pipeline

How will natural gas fit into tomorrow’s energy portfolio? What are the drivers of natural gas price? How do the markets work? There are potentially big impacts on all fossil fuels from energy initiatives under consideration. What might that mean for natural gas? What does the supply of natural gas look like? Will it be accessible?

Norm discussed these and other hurdles - technical, political, and economic - in a primer on natural gas and its role in the electricity sector.

July 1, 2009: 2009 Amendments to the Delaware General Corporation Law

A Strafford Teleconference

Panel Featured: Barry H. Genkin, Blank Rome; Michael K. Reilly, Potter Anderson & Corroon; and Jeffrey R. Wolters, Morris Nichols Arsht & Tunnell

On April 10, 2009, the state of Delaware enacted amendments to the Delaware General Corporation Law, which give shareholders increased leverage to demand access to proxy statements of Delaware corporations. The amendments were passed in response to recent Delaware case law developments. Corporate counsel expect a flood of requests from activist shareholders seeking bylaw changes when the law goes into effect on August 1, 2009. The U.S. Securities and Exchange Commission (SEC) is also expected to adopt an amendment soon that would enable shareholder access to proxy materials.

Counsel to corporations must be fully versed on the Delaware amendments to anticipate and plan for shareholder action — and should prepare for similar corporate governance changes nationwide. This authoritative panel of corporate attorneys explained the new amendments and their impact on corporate governance practices and outlined best practices for corporate counsel to prepare for and respond to a more activist shareholder environment.

June 24, 2009: Alternative Billing Arrangements for Deals: Little Less Talk & A Lot More Action?

A DealLawyers.com Webinar

Featured: Wilson Chu, Partner, Haynes and Boone LLP; Scott Depta, Senior Corporate Counsel, Dell; and Lance Jones, Vice President and General Counsel, Trilogy

Alternative billing arrangements are here. The financial crisis has only accelerated a growing trend, where law firms (and other deal advisors) reach agreement with their client to bill outside of the billable hour box. In this program, you will learn concrete examples of what these types of arrangements are – and how are they negotiated.

This program covered:

How are arrangements to do deals changing between law firms and corporate clients?
How do negotiations differ when reaching these arrangements?
How can these new types of arrangements benefit law firms? How can they benefit corporate clients?

June 18, 2009: The Future of Options

Featured: Suzanne Hopgood, Director, NACD Board Advisory Services; Director, Newport Harbor Corporation and Acadia Realty Trust; Deborah Lifshey, Managing Director in Pearl Meyer & Partners’ New York office; and Ed McGaughey, Managing Director in Pearl Meyer & Partners’ Houston office

Following enactment of FAS123, U.S. companies significantly curtailed their use of stock options as the primary currency for long–term executive compensation, and the recession has fueled controversy over their use. However, stock options haven't gone away – nor should they. They remain an effective and financially viable vehicle for performance–based equity, providing companies recognize and address a range of investor concerns, including the dilutive effect of options and how to deal with “underwaters” without compromising the interests of shareholders.

This program:

Re–visited the case for options in this market and how they can support the fundamental link between shareholders and executives,
Provided a primer for assessing whether and to what extent option exchanges can be effective in addressing deeply underwater options.

June 15, 2009: Regulatory & Transmission Issues For Renewable Energy Projects

Featured: Pamela Jacklin, Jennifer Martin, Marcus Wood & Jason Johns all of Stoel Rives

Moderator: Ed Einowski, Stoel Rives

Before ever breaking ground for an energy facility, a developer makes key choices and enters agreements related to facility power sales, transmission, and interconnection. These choices and agreements will strongly impact the economic viability of the project and will have federal and potentially state regulatory implications. Those choices and agreements also must be made taking into account recent and likely future changes in regulation and in the end penalties for non-compliance. By making the wrong decisions, developers and facility operators may find themselves removed from a vital interconnection queue position, without adequate transmission service to properly perform contract power sales agreements, unable to timely close a project sale, forced to disgorge profits, or perhaps even paying millions in civil penalties. Thus, it is greatly important for developers and utilities to understand how to operate efficiently and legally within the relevant regulatory boundaries. This session briefly addressed the requirements and applicable exemptions of the Federal Power Act and other applicable federal and state statutes and regulations related to power sales, transmission, and interconnection, as well as important differences in transmission and interconnection requirements in the different regional transmission organization areas.

Learning outcomes were to:

Identify important boundaries between state and federal energy regulation
Describe requirements of the Federal Power Act and analyze exemptions available to certain developers
Discuss key technical issues related to obtaining interconnection service and transmission service
Examine mandatory reliability standards, the benefits of implementing compliance programs, and the risks of non-compliance

June 11, 2009: D&O Duty of Oversight Amid the Economic Crisis

Featured: Lisa A. Fontenot, Gibson Dunn & Crutcher; Michael E. Foreman, Dorsey & Whitney; and Susan Webster, Cravath Swaine & Moore.

As the federal government and corporate shareholders actively seek to determine the driving force behind the economic crisis, the oversight role of corporate boards of directors is frequently called into question. A February 2009 decision of the Delaware Court of Chancery, In re Citigroup Inc. Shareholder Derivative Litigation, is an important decision on oversight liability and the doctrine of corporate waste that is expected to significantly impact derivative suits arising from the economic crisis.

In the current environment, directors and officers must evaluate and adjust their governance practices to minimize vulnerabilities and anticipate future risks. Failure to exercise adequate oversight may result in shareholder litigation, government enforcement and negative publicity.

In this session, a panel of corporate attorneys reviewed the impact of the economic crisis on board governance practices and offered strategies to avoid legal liability and survive shareholder scrutiny.

The panel reviewed these and other key questions:

What fiduciary duties of directors and officers are most significant during the economic meltdown?
How will the In re Citigroup Inc. Shareholder Derivative Litigation decision impact cases arising out of the economic crisis?
What best practices should counsel recommend when advising corporate boards on minimizing risk vulnerabilities?
What protection does the business judgment rule presumption provide to directors and officers?

June 9, 2009: Carbon Emission Credit Trading: Emerging Legal Complexities

The impact of climate change is top of mind for businesses worldwide. The U.S. has shifted from being the only industrialized country not committed to the Kyoto Protocol to emerging as a leader in the international climate effort. The U.S. is expected to participate in the next treaty negotiations.

Moreover, many state and local governments are creating their own programs to reduce greenhouse gases (GHGs).

Companies that currently pursue GHG reduction or want to participate in such programs must understand the dynamic and evolving legal environment to take full advantage of the opportunities available.

In this session, a panel of environmental law attorneys examined the legal environment surrounding GHG reduction efforts, the complexities and advantages of emissions trading, and best practices to reduce such emissions and take advantage of the available business opportunities.

June 9, 2009: What It’s Like To Be A Transactional Lawyer

Featured: Liz Dunshee, Brian McCool, and Jamie Snelson

Liz, Brian, and Jamie described their varied practices. Discussion included: how and why they chose the field of law they practice in; who are their clients; how they interact with attorneys in other transactional groups as well as the litigation group; and opportunities for young associates in their groups.

June 4, 2009: D&O and E&O Insurance Claims in the Economic Downturn

D&O and E&O insurance claims related both directly and indirectly to the economic freefall are anticipated to reach $10 billion. Shareholders and regulators aren't just seeking recovery from directors and officers, but from other executives as well. Lawsuits against companies and their executives for alleged conduct that resulted in losses will only continue. Companies and their executives must examine existing policies to determine what coverage is available - and prepare to present their case for coverage to insurers and possibly the courts.

Legal counsel to companies must understand whether current policies provide adequate coverage, what claims are being asserted, and which coverage issues are implicated. Businesses and legal advisers must prepare to negotiate coverage for the future - and consider renegotiating existing policies. Listen as an authoritative panel of insurance attorneys examines the current trends in claims being filed, potential claims related to the financial crisis, and best practices for making the most of current insurance coverage and strategies for obtaining optimal insurance protection for the future.

The panel reviewed these and other key questions:

What types of claims related to the financial crisis are being asserted against businesses?
What insurance coverage issues are implicated in financial crisis-related claims — and how should counsel respond?
What strategies can counsel employ to best analyze and address coverage issues?
What strategies can counsel employ in negotiating or renegotiating terms of the insurance policy to optimize coverage now and for the future?

June 2, 2009: Renewable Energy Projects: Negotiating Power Purchase Agreements

Featured: Nicholas H. Politan Jr., Gibson Dunn & Crutcher; Kristen Thall Peters, Cooper White & Cooper and John T.W. Mercer, Troutman Sanders

The power purchase agreement (PPA) is a crucial and highly complex component of any renewable energy project. Given the current regulatory and legislative focus on renewable energy, thoughtful negotiation of long-term PPAs — integral to obtaining financing for projects — is a key initial step. A PPA must encompass both the current regulatory environment and also include anticipatory language to capture future regulatory regimes. It must also include provisions to lock in price and quantity and meet renewable power standards (RPS), now in effect in 28 states.

This authoritative panel of attorneys experienced in PPA negotiations examined the key terms and provisions to include, discussed variations on the PPA geared to different renewable energy sources, and offered their strategies for effectively negotiating the PPA.

May 26, 2009: Transactional Associates Roundtable Discussion: M&A Perspectives on Legal Research

Featured: Ryan Brauer, Alex Rosenstein, Rhona Shwaid, and Jamie Snelson

This was our fourth associate roundtable session. Participants discussed and shared research experiences.

May 21, 2009: Doing Deals In A Down Market

Featured: David Carey, Senior Writer, The Deal LLC, and additional panelists to be announced

As the credit crunch continues and the markets near the bottom, well-positioned strategic and financial dealmakers are seeing acquisition opportunities. To get deals done, buyers and sellers are adapting their deal strategies midst the turbulence as all parties look for protection against uncertain times. In the absence of abundant deal flow and highly-leveraged transactions, some buyers are turning to distressed asset sales. Navigating the credit markets has never been more challenging, but with investment-grade bond offerings on the rise, the lending market is beginning to reawaken.

May 19, 2009: Negotiating M&A Solvency Provisions: State of the Art in a State of Uncertainty

AN ABA TELECONFERENCE

Featured: Wilson Chu, Haynes and Boone LLP, & Hendrik F. Jordaan, Holme Roberts & Owen LLP.

Faculty: Frederick H. Alexander, Morris, Nichols, Arsht & Tunnell LLP; William Epstein, American Appraisal Associates, Inc.: Craig A. Menden, Sonnenschein Nath & Rosenthal LLP; & Lorna J. Telfer, McCarthy Tetrault LLP

Understanding the use of solvency conditions and opinions in M&A transactions is increasingly important in these turbulent economic times.

All M&A professionals benefited from advice on issues such as (i) how to negotiate and navigate issues relating to solvency in acquisition agreements, (ii) best practices for protecting companies and boards of directors when solvency is an issue and (iii) what an opinion with respect to solvency should cover.

Topics included:

What are solvency tests and which ones matter in today’s markets?
When should you require a solvency opinion? Who should give it? What should it say? How should the requirement for an opinion be dealt with in the deal documents?
How did an insolvency condition end the BCE deal - which would have been one of private equity’s largest transactions in history?
Creative solutions to transactions with insolvency issues

The panel discussed these timely issues and much more.

May 18, 2009: PPA’s for Renewable Energy Projects

Featured: Ed Einowski, Partner, Stoel Rives LLP; William H. Holmes, Member and Chair, Stoel Rives LLP; Stephen Hall, Member and Chair, Stoel Rives LLP; Jennifer H. Martin, Member, Stoel Rives LLP and Teresa Hill, Member, Stoel Rives LLP

The most critical, and often most complicated component of a renewable energy project is the negotiation and execution of a long term contract for the sale of the electricity generated by the project - called a power purchase agreement or PPA. For the seller, who is generally the owner or developer of the renewable project, a PPA is a necessary part of securing equity and debt financing because it demonstrates a long-term revenue stream for the project. The buyer, often a utility, may be motivated to secure a long-term agreement for renewable energy to meet a state Renewable Portfolio Standard (RPS), now in effect in twenty-eight states, or by the potential of a national RPS, which has been identified as a key policy proposal of the Obama administration. The PPA sets forth the complex, long-term relationship between the parties and includes key provisions regarding price, transfer of environmental attributes, project construction and timing, credit support, defaults, and damages. The most heavily negotiated of these PPA provisions address the tension between buyer and seller resulting from the need to equitably allocate uncertainties that are inherent in renewable energy projects - i.e., capacity factor in wind and solar projects, future regulatory requirements, transmission curtailments, and system upgrade costs.

Learning outcomes were to:

Identify key terms and provisions of a PPA and identify key differences between wind, solar, geothermal and biomass PPAs
Analyze and identify critical power purchase agreement issues in responding to requests for proposals
Identify uncertainties and trouble-shoot “things that may go wrong post-signing”
Recognize risks and goals for both buyer and seller and identify PPA provisions where such issues should be addressed

May 12, 2009: Deal Protection: The Latest Developments in an Economic Tsunami

Featured: Clifford Neimeth, Partner, Greenberg Traurig LLP; William Haubert, Director, Richards, Layton & Finger P.A.; and Ray DiCamillo, Director, Richards, Layton & Finger P.A.

In the wake of an economic tsunami, interest in “deal protections” has gained newfound traction. Over the past few years, deal protection techniques have evolved due to Delaware court decisions as well as the creation of new and innovative structures. The panel discussed this and the following topics:

What are the latest deal protection techniques?
Which of these techniques might be challenged in court? Which ones have already?
What are common misconceptions about deal protection techniques?

May 11, 2009: Real Estate & Site Rights for Renewable Energy Projects

Featured: Ed Einowski, Partner, Stoel Rives LLP, Moderator; Howard Susman, Member, Stoel Rives LLP;
Kathleen Doll, Associate, Stoel Rives LLP & Christopher Heaps, Associate, Stoel Rives LLP

Successful wind, solar, geothermal, and biomass energy generation projects begin with securing real property rights, typically through leases and easements that ensure undisturbed long-term site access for the developer and reliable income to the landowner while offering both parties the flexibility necessary to transfer all or portions of the project. To avoid significant costs associated with land title problems, developers must first examine the title to the lands on which the project will be sited and must cure any title issues that may impair the vitality of the project. Site access agreements must carefully address the inherent tension between the landowner’s preexisting and ongoing use of the site and the developer’s need to have the rights necessary for successful project development, provide for payments to the landowner commensurate with the project’s output and disruption of the landowner’s pre-existing use, and ensure that the developer retains unrestricted access to resources. The panel discussed:

Distinguishing site leasing issues unique to wind, solar, geothermal, and biomass projects
Recognizing rights needed by developers for successful project development
Analyzing the type of site access rights best suited to the project and other existing or likely site uses, if any
Assessing appropriate payments to landowners based on project output, disruption to existing land uses, and other factors
Recognizing distinctive leasing or licensing schemes and associated requirements for projects on state, federal, and tribal lands

May 8, 2009: Basics of Earnouts in Acquisition Agreements

Featured: Jamie Snelson, Simon Root, and Todd Wind

Jamie, Simon, and Todd discussed the use of earnout provisions in M&A transactions. Earnout mechanics, accounting methods, and common negotiating and compliance issues were among the topics addressed.

May 7, 2009: 2009 Marketplace - The Deal Webcast

Featured: The Deal/KPMG

KPMG and The Deal provided analysis and results from the annual 2009 M&A Marketplace Survey. Participants discovered how the marketplace views the current landscape for deal making and what it expects in the coming months. Despite the tepid environment, a significant percentage of respondents expect to be active deal makers in 2009, albeit pursuing different types of deals. They discussed where they anticipate the opportunities to be, which industries will see the most activity, how deal terms may change, and, once the credit markets have thawed, what we can expect to see from both Strategic and Private Equity investors.

May 7, 2009: Energy Financing Opportunities in the Stimulus and Bailout Acts

Featured: Troutman T. W. Sanders

The American Recovery and Reinvestment Act of 2009 (ARRA) and the Energy Improvement and Extension Act of 2008 contain funding provisions and tax incentives to improve energy infrastructure that can provide significant benefits to energy companies. These economic stimulus programs provide for about $63 billion in spending and tax provisions relating to renewable energy and energy efficiency. The funds appropriated are generally available until September 30, 2010.

Energy companies and their counsel must understand the significant appropriations, tax incentives and relevant deadlines to benefit from the stimulus programs.

This authoritative panel of attorneys examined the energy provisions of the recent economic stimulus laws. The panel outlined what companies and counsel can do to take advantage of the funding and tax incentive opportunities now available. The panel reviewed these and other key questions:

What are the provisions of the ARRA that promote renewable energy, energy efficiency and smart grid?
What incentives are available for the energy industry under the Energy Improvement Act?
What are the key processes that companies and counsel should develop now to benefit most from the ARRA and the Energy Improvement Act?

May 6, 2009: Buying & Selling “Legacy” Assets: Navigating the Public-Private Investment Program

Speaker: Anna T. Pinedo, partner at Morrison Foerster LLP, concentrates her practice on securities and derivatives. She represents issuers, investment banks/financial intermediaries and investors in financing transactions, including public offerings and private placements of equity and debt securities, as well as structured notes and other structured products. Ms. Pinedo has particular financing expertise in working with companies in the areas of technology, telecommunications, life sciences and healthcare, REITs and consumer finance. She also has worked closely with foreign private issuers in their securities offerings in the United States and in the Euro markets. In the derivatives area, Ms. Pinedo counsels a number of major financial institutions acting as dealers and participants in the commodities and derivatives markets. She advises on structuring issues, as well as on regulatory issues and monetization and hedging techniques. Her work focuses on foreign exchanges, equity and credit derivatives products and structured derivatives transactions.

Amy Moorhus Baumgardner, of counsel at Morrison Foerster LLP, has diverse experience in securities and corporate transactions, securities compliance matters and corporate governance. She has represented various financial institutions, including issuers and underwriters, in public offerings and private placements of equity, debt structured and asset-backed securities, and in structuring financing arrangements.

This teleconference covered: Events leading up to the development of the Public-Private Investment Program (PPIP) including an overview of PPIP’s Legacy Loans Program and Legacy Securities Program plus:

Program terms and current status of program development by the government
Eligibility for participation
Considerations for potential participants and the market
Considerations for investors
Considerations for selling institutions
Considerations for asset managers and servicers
Potential exit strategies for the government and private parties
Will recent FAS 157 releases render the PPIP and TALF less significant?
Will TALF and PPIP facilitate a resurgence of the securitization market?

April 30, 2009: Material Adverse Change Clauses in M&A Deals: Current Enforcement Trends

Featured: Clifford E. Neimeth, Shareholder, Greenberg Traurig, and G. Thomas Stromberg, Partner, Kaye Scholer

The economic crisis has pushed buyers and lenders in many purchase and merger agreements to seek ways to escape deals without penalty. Material adverse change (MAC) clauses, which permit the cancellation of a deal under certain circumstances, have become a common, though contentious, exit strategy. Questions about what constitutes a material adverse change have been at the center of several disputed deals, triggering a number of lawsuits. A September 2008 Delaware Chancery Court ruling provides meaningful guidance on the interpretation of MAC clauses in merger agreements.

The Delaware decision, Hexion Specialty Chemicals v. Huntsman Corp., provides significant direction to merger and acquisition (M&A) counsel on how courts will interpret MAC clauses in merger agreements.

In this session, a panel of experienced M&A attorneys and a litigator discussed current trends surrounding the use and interpretation of MAC clauses and strategies for negotiating and litigating MAC clauses in merger agreements.

The panel reviewed these and other key questions:

How has the recent trend of lawsuits impacted the negotiation of MAC clauses?
What is the current state of the law regarding MAC clauses?
What insights and guidance does Hexion offer on MAC clauses in merger agreements?
How can counsel for buyers and sellers best mitigate risk when drafting and negotiating MAC clauses?

April 28, 2009: D&O Fiduciary Duties When A Company Faces Insolvency (Strafford)

Featured: Gardner F. Davis, Partner, Foley & Lardner; Michael E. Foreman, Partner, Dorsey & Whitney; and Michael A. Rosenthal, Partner, Gibson, Dunn & Crutcher

In May 2008, the U.S. Bankruptcy Court for the District of Delaware declined to dismiss a complaint against corporate officers and directors alleging they breached their fiduciary duties by approving the sale of their company’s assets immediately before filing for chapter 11 bankruptcy protection. The Delaware opinion provides extensive guidance on the fiduciary duties of directors and officers of companies facing bankruptcy – which are complicated by the competing interests of shareholders and creditors – and steps directors and officers can take to shield themselves from liability.

Plaintiffs will likely use the Delaware opinion to support their claims against directors and officers of distressed companies. It is critical that directors and officers head off such claims, as a breach of duty by directors and officers could lead to derivative suits against the corporation. A panel of restructuring attorneys reviewed the Delaware opinion and its implications, and explained the fiduciary duties of directors and officers when a company is facing insolvency. The panel offered their perspectives on best practices to avoid and defend against breach of fiduciary duty lawsuits.

The panel reviewed these and other key questions:

What guidance does the Delaware Bankruptcy Court in Bridgeport Holdings Inc. Liquidating Trust v. Boyer offer regarding the duties to shareholders and creditors by directors and officers when a company is on the brink of bankruptcy?
What is the significance of a corporation’s insolvency status in determining the duties directors and officers owe creditors?
What strategies can counsel for directors and officers employ to defend against breach of fiduciary duty lawsuits?
How can corporations avoid and defend derivative lawsuits arising from D&O actions?

April 27, 2009: Tax Project Finance Structuring Issues for Renewable Energy Projects (EUCI)

Featured: Gary Barnum, Partner, Stoel Rives; Greg Jenner, Tax Partner, Stoel Rives; Kevin Pearson, Partner, Stoel Rives; David Quimby, Member, Stoel Rives; and moderator: Ed Einowski, Partner, Stoel Rives

The key ingredient to any successful renewable energy project is financing. A central element related to finance is the maximum use of tax benefits. this presentation explored a range of issues that can impact the viability of a project’s financing, including:

Alternative legal structures
General Costs and economics
Debt vs. equity financing
Efficient use and monetization of tax and other governmental incentives

Panelists addressed the impact of the current economy on these matters, including issues relating to availability, pricing and structure. They also addressed the impact on these matters arising from recent changes in tax incentives enacted by Congress in the stimulus legislation.

April 15, 2009: Renewables in the Transition to the Modern Energy Economy: How it Will Affect Today’s Legislative Issues

ACORE Teleconference

In the energy economy as it has existed for the past decade, renewables relied on direct incentives and favorable rates to incentivize their development. Renewables are expected to enjoy a host of supports aimed at shifting the energy playing field in favor of many of their characteristics. But how will the emerging core trends leading our nation into the modern energy economy affect renewable power generation?

This April teleconference explored how the Modern Energy Economy will be shaped by these core/mega trends:

Incorporation of Social Costs into Energy Economics (i.e. environmental markets);
Regionalism, Federalism, and Energy Independence;
Globalization, both waxing and waning; and
Capital Markets Restructuring and what the implications are for renewables’ development.

The distinguished panel first set the stage by reviewing what those currents are, and then specifically considered their impacts on near term public policy formulation (RPS, ENERGY, CLIMATE, FINANCE) and how the future of these policies may assume different shapes as the Modern Energy Economy comes into clearer focus.

April 8, 2009: Federal Pre-Emption After Wyeth v. Levine

Featured: Scott H. Angstreich, Partner, Kellogg Huber Hansen Todd Evans & Figel.

On March 4, 2009, the Supreme Court ruled against Wyeth in a landmark product liability case that will impact all federally regulated industries. Wyeth v. Levine represents a sea change in using the federal pre-emption doctrine as a defense against state tort suits.

The Wyeth decision holds that the FDA’s approval of drugs and their warning labels does not pre-empt stricter state tort laws that allow plaintiffs to sue for injuries sustained while using the drug. It is the third pre-emption opinion issued by the Supreme Court in recent years.

What is the future of the federal pre-emption defense after Wyeth? What issues does the ruling leave open? In this session, a panel of attorneys analyzed the Wyeth v. Levine ruling and its implications for the future use of the pre-emption defense. The panel discussed claims that can survive a pre-emption defense and strategies for litigation of cases in which pre-emption may be at issue.

The panel reviewed these and other key questions:

Where does Wyeth v. Levine leave the federal pre-emption defense in product liability suits?
How will Wyeth impact express and implied pre-emption cases in the future?
What strategies are available to litigation counsel when arguing for pre-emption in future product liability cases?

April 7, 2009: Key Developments & Practices Shaping Audit Committee Oversight - NACD Teleconference

Panel Featured: Ira M. Millstein, Senior Partner, Weil Gotshal & Manges; William E. McCracken, Chairman of the Board, Computer Associates; Kenneth Daly, President & CEO, National Association of Corporate Directors; and Mary Pat McCarthy, Executive Director, KPMG’s Audit Committee Institute

What are the keys to enhancing the role and effectiveness of the chief risk officer? How is audit committee oversight changing as a result of the financial crisis and the formidable challenges ahead? During this teleconference, top directors and leaders in corporate governance offered insights into key developments driving audit committee oversight and shaping the governance environment.

April 2, 2009: Redefining Investment Risk & Return

Featured: Phil Dow, RBC Wealth Management. Phil is the managing director and director of equity strategy for RBC Wealth Management and the author of The Citizen Investor. The ideas for the book were developed over the more than 30 years he has spent in the securities business. In his job with RBC, Dow travels the country meeting and advising the firm’s 1650 financial consultants and their clients on how best to manage their financial assets. As the firm’s Chief Markets spokesman, Dow frequently serves as a commentator on CNBC-TV, Fox News, and Bloomberg TV, and is often quoted in publications including The New York Times and The Wall Street Journal.

Dow was previously director of retail equity marketing for U.S. Bancorp Piper Jaffray in Minneapolis for 11 years. He has also served as a branch manager while at that firm. Earlier in his career, he held positions as a regional sales officer at Kidder Peabody and syndicate manager at H.O. Peet & Co. He has a bachelors degree in business administration from Baker University in Baldwin City, Kansas.

Phil discussed the following:

Is this going to be a recession or a depression?
Stock market comment
Bond market comment
There are global opportunities
Specific strategies

March 24, 2009: CFIUS Regulations for Foreign Investment in the U.S-Strafford Teleconference

The Committee on Foreign Investment in the U.S. (CFIUS) issued its final regulations to implement the Foreign Investment and National Security Act (FINSA), which updated 1991 regulations. The rules are effective as of December 22, 2008. Understanding the scope of CFIUS’ national security review under the new law and the parameters placed on such review for foreign investment in U.S. companies is now at a premium due to our struggling economy.

Counsel, companies and investors must fully understand the regulatory changes and their impact for company financial planning and to ensure compliance with the new rules and guidance.

In this session, an authoritative panel of attorneys examined the new regulations and the scope of CFIUS review, newly issued Treasury Department guidance, and offered best practices for complying with the new regulations.

The panel reviewed these and other key questions:

What is the scope of a CFIUS national security review of proposed acquisitions of U.S. companies by foreign investors?
What are the key provisions of FINSA’s new regulations, and what impact will they have on transactions presenting national security concerns?
What steps should counsel and companies take now to comply with the new regulations when considering foreign investment opportunities or working with foreign investors?

March 19, 2009: The SEC Staff on M&A

Featured: Michele Anderson, Chief, SEC’s Office of Mergers & Acquisitions; Dennis Garris, Partner, Alston & Bird LLP and former Chief, SEC's Office of Mergers & Acquisitions; & Jim Moloney, Partner, Gibson Dunn & Crutcher LLP and former Special Counsel, SEC’s Office of Mergers & Acquisitions

In this webcast, the Chief of the SEC’s Office of Mergers & Acquisitions - as well as former Senior Staffers - discussed the latest rulemakings and interpretations from the SEC. The webcast also provided a complete “bring-down” of what’s happening at the SEC - and provided practical guidance about what you should be doing as a result.

Among the topics of this program were:

What will be the hot SEC-related topics for deal lawyers in 2009?
What changes in rules has the SEC made recently? What can we expect going forward?
What new positions have been taken by the SEC Staff lately on existing rules?
What are common misconceptions about SEC Staff positions?

March 19, 2009: Transactional Associates Roundtable Discussion: Legal Opinions

Featured: Dave Grorud and Alex Rosenstein

This was the second of our associate roundtable sessions. Participants shared experiences with the roundtable facilitators.

March 18, 2009: What the Stimulus Means for Renewables: Viewpoints of Key Players (ACORE Webinar)

This ACORE webinar addressed what the Stimulus Act means for renewables.

March 3, 2009: M&A Negotiation Trends Involving Public Targets: Insights from the ’08 Strategic Buyer/Public Company Target Deal Points Study - An ABA Teleconference

Panel Featured: Keith A. Flaum, Partner, Cooley Godward Kronish LLP; James R. Griffin, Partner, Fulbright & Jaworski LLP; Luke J. Bergstrom, Partner, Latham & Watkins LLP; Jay E. Bothwick, Partner, WilmerHale; Diane Holt Frankle, Partner, DLE Piper LLP; and Hal J. Leibowitz, Partner, WilmerHale

Since their inaugural 2006 release by the Committee on Mergers & Acquisitions, the Deal Points Studies have gained wide recognition as the gold standard for market metrics of key negotiated legal issues in M&A agreements. The Studies have also gained popularity among investment bankers, private equity investors, CFOs and other non-lawyer deal professionals. Featuring insights from the recently released 2008 version of the Strategic Buyer/Public Company Target Deal Point Study, this program was a must-attend for all deal lawyers interested in market trends and developments in negotiating definitive acquisition agreements involving publicly traded target companies.

Issues that were discussed:

Closing conditions, including the “MAC out”
Deal protections, including no-shops
Fiduciary outs, break-up fee triggers, and related provisions
Non-reliance and specific performance provisions

February 25, 2009: Loan Restructuring: Let’s Make A (New) Deal

In this highly volatile marketplace, financial restructuring and other interested professionals face a daunting environment in restructuring the layers of financing that many distressed companies accumulated during headier days. The multi-disciplinary panel discussed:

Pre-bankruptcy and workout due diligence and other issues that often get overlooked but are crucial to overall success
The issues surrounding the explosion of second lien financings and inter-creditor agreements
A primer on financial contracts (swaps/repos) and the bankruptcy code’s safe harbor provisions
Current issues in securing cash collateral and/or DIP financing

February 20, 2009: Transactional Associates Roundtable Discussion: Due Diligence Practices

This was the first of our associate roundtable sessions. Associates shared experiences and asked questions of the roundtable facilitators.

February 10, 2009: How Much Transmission Will Be Required to Meet State Renewable Portfolio Standards?

Panel Featured: Stephen G. Kozey, Vice President & General Counsel, Midwest Independent Transmission System Operator, Inc. and Staff Representatives of Midwest Independent Transmission System Operator, Inc

Moderated by: Robert W. Gee, Chairman, EBA State Commission Practice & Regulation Committee & President, Gee Strategies Group LLC

The Joint Coordinated System Planning (JCSP08) study began in late 2007 as a collaboration between the Midwest ISO, PJM Interconnection, Southwest Power Pool and the Tennessee Valley Authority to meet their joint planning requirements. Subsequently the ISO New England, New York ISO and the MAPP joined the study as formal participants. On an informal basis, the Southeast Inter Regional group has also participated.

The study includes a reliability assessment focused on 2018 and a separate economic assessment with a 2024 focus. The result is an extensive policy level study, coordinated with the Department of Energy Eastern Wind Integration Transmission Study, investigating the transmission required to support wind energy penetration scenarios of 20% and 30%. It also studies a Reference Future that meets existing state mandates for renewable portfolio standards as of January 1, 2008

The JCSP provides a powerful tool to assess the implications of state renewable portfolio requirements and to predict the level of siting activity that may be required in affected states the coming years. Among the legal questions that may arise is the assessment of regional benefits and coordination of procedures in areas that may fall within National Interest Electric Transmission Corridors.

In this program, panelists discussed the tentative findings of the upcoming JCSP08 study.

February 10, 2009: Pre-Bankruptcy Planning Strategies in Commercial Lending

Panel Featuring: Douglas J. Lipke, Partner, Vedder Price; Matthew T. Gensburg, Partner, Greenberg Traurig; and Mark D. Berman, Partner, Nixon Peabody

The credit market crisis is pushing businesses into distress and prompting record numbers of loan defaults. To maximize recovery of distressed loans, lenders must evaluate loans at the first sign of trouble and develop pre-bankruptcy proceeding strategies to protect their rights and interests.

Because each borrower’s circumstances are unique, lenders can’t formulate a uniform recovery strategy with all borrowers. There are general best practices, however, that should be considered in any loan workout. A panel of finance attorneys explained steps commercial lenders should take when confronting a troubled loan and effective pre-bankruptcy planning strategies. The panel reviewed these and other key questions:

What are a lender’s options when dealing with a commercial borrower on the verge of default?
What are some strategies and tactics lenders may employ to maximize recovery of the loan principal pre-bankruptcy?
How can lenders minimize liability concerns stemming from “course of dealing” issues?

February 6, 2009: Proxy Statements: The Basics

Featured: Liz Dunshee, Kristi Nickles, and Melodie Rose

Liz, Kristi, and Melodie presented an overview of proxy statements including:

A summary of why they are required
Time frames and responsibilities during proxy season
Things to watch for when preparing the proxy statement
Attendance at the annual meeting

January 30, 2009: Tax & Audit Implications in M&A Due Diligence

Featured: Mark Gibbs, CPA, & Jim Redpath, CPA, HLB Tautges Redpath, Ltd.

Mark & Jim discussed their strategies to evaluate financial compliance and audit and tax implications while investigating opportunities for a buyer or seller. They shared their approach to the due diligence process, how they work with attorneys to complement their services, and how they help buyers and sellers understand accounting and tax considerations.

January 20, 2009: Renewable Energy Project Tax Planning

Featured: Roger D. Aksamit, Partner, Thompson & Knight and Nicholas Polian, Partner, Gibson, Dunn & Crutcher

Renewable energy development projects are increasingly attractive because demand has made it the fastest growing energy sector. Effective tax planning is a key factor in successfully structuring and obtaining federal and state benefits that support such project development. As the sector continues its dramatic growth, new products are emerging and existing products are evolving to meet the demand. Companies and their legal counsel must understand complex tax laws in order to take advantage of tax credits and incentives available for renewable energy projects.

In this teleconference, our authoritative panel of energy and tax attorneys examined federal and state tax considerations, including the impact of the Emergency Economic Stabilization Act of 2008, and best practices for strategic tax planning for renewable energy projects.

January 15, 2009: Hot Issues for the 2009 Proxy Season-An ABA Teleconference

Panel Featured: Gene Capello, Assistant General Counsel, Phizer Inc.; Martin Dunn, Partner, O’Melveny & Myers LLP; Peggy Foran, Executive Vice President, General Counsel and Corporate Secretary, Sara Lee Corporation; Holly Gregory, Partner, Weil, Gotshal & Manges LLP; Patrick McGurn, RiskMetrics Group; and Moderated by Carol Hansell, Davies, Ward, Phillips & Vineberg LLP

The panelists discussed critical issues for the 2009 Proxy Season, including:

Executive compensation practices that could result in withhold votes from compensation committee members including: change-in-control arrangements, tax gross ups on executive benefits, option re-pricing, and resetting the bar on incentive plans.
Another wave of “Say on Pay” shareholder proposal calling for non-binding shareholder referenda on executive pay.
Independent chairpersons for boards of directors.
Potential compensation and governance-related legislation and regulations from the Obama Administration and the newly reconfigured SEC.
Proxy access - where will the new SEC administration take us?

January 6, 2009: MediRegs Training for Health Attorneys

Featured: Wendy Tyra, Director of Client Services, MediRegs, WK L&B

Wendy provided a remote overview and training session for all Health attorneys.

December 18, 2008: Bank Consolidations: Strategies for Structuring Bank M&A Deals-A Strafford Teleconference

Featured: Sanford P. Brown, Partner, Bracewell & Guiliani; Richard A. Schaberg, Partner, Hogan & Hartson; David M. Burns, Partner, Grant Thornton; and Robert J. Jones, Partner, Arnold & Porter

As the credit market crisis threatens to sink struggling commercial banks, bank mergers are expected to skyrocket. While consolidation can enable bank survival, it also presents a myriad of legal and tax issues. In September, the U.S. Treasury Department changed tax regulations to allow healthy banks to shelter profits based on the losses at the banks they acquire. However, Congress is now challenging the Treasury’s authority to make the change and debating whether the change was wise.

Proper pre-merger planning is important to ensure compliance with current regulatory, legal and tax requirements. Significant missteps can adversely affect the deal. This program discussed current trends and opportunities in bank M&A and offered best practices for avoiding pitfalls when structuring the deal.

December 17, 2008: Renewable Energy Project Financing: Legal Strategies for Structuring the Deal

Featured: Panel Presentation

The economics of renewable energy development are becoming increasingly attractive as the demand for renewable energy has made it the fastest growing energy sector. One of the hurdles to such development is structuring financing arrangements because investment in the emerging industry remains risky. Finding the right financial structure is complex. Are traditional purchase power agreements (PPA) the best way to finance a renewable energy project? Maybe no, as PPAs are more difficult to obtain for renewable energy projects and, even if obtained, are more complicated.

In this program, an authoritative panel of energy and project finance attorneys examined financing of renewable energy projects, including financial incentives available, sources of capital, debt and equity structures, and best practices for financing renewable energy. The panel reviewed these and other key questions:

What issues should be addressed when considering the financing options available for a renewable energy project?
What are the financial incentives available to investors?
What are the likely sources of capital for energy developers?

December 16, 2008: Determining Equity Award Grant Levels: The Final Step Towards “Getting It Right” - A NACD Teleconference

Featured: Panel Presentation

Many companies have reduced their long-term incentive programs in order to maximize effectiveness and minimize cost and dilution. These efforts require an assessment of business and pay strategies, as well as the design of the long-term incentive program. In terms of design, companies are increasingly relying on multiple forms of award with a greater emphasis on performance-based designs.

However, compensation committees and boards are responsible for approving both the design of the long-term incentive program and the grant levels under these programs.

This program addressed these challenges and offered some specific approaches to ensuring the determination of grant levels follows an equally rigorous process as the final step toward “getting it right.”

December 4, 2008: Credit Default Swaps Under Fire - A Strafford Teleconference

Featured: Willa Cohen Bruckner, Partner, Alston & Bird; James P. Wehner, Of Counsel, Caplin & Drysdale; and Jonathan Sablone, Partner, Nixon Peabody

On September 23, the SEC asked Congress to immediately pass laws regulating credit default swap derivatives amid concerns that the instruments are driving the financial crisis. Many link problems in the credit default swaps market with the Lehman Brothers and American International Group crises. Over the past decade, the credit default swaps market has grown from $180 billion in 1996 to $62 trillion in 2008.

It is critical that legal advisors to financial services firms understand how credit default swaps could have contributed to the failure of banks, investment banks and insurance companies; the future of credit default swaps market; and steps all parties should take to maximize recovery.

This panel of financial services attorneys reviewed the impact of credit default swaps on the global financial crisis, described current SEC enforcement efforts, examined the legal risks related to credit derivatives, and offered their strategies to minimize those risks.

The panel also reviewed these and other key questions:

How have the use of credit default swap derivatives contributed to the current financial crisis?
What steps are the SEC and New York state taking to regulate the use of credit default swaps?
How should legal advisors counsel financial institutions and investors to minimize legal risks and losses from credit default swaps?

November 20, 2008: Introduction to RR Donnelley: Venue™

Featured: Mary Jane Kolodjski, RR Donnelly Global Capital Markets

VENUE™ is RR Donnelley’s proprietary online virtual data room that delivers security, reliability and a best-in-class service platform. Secure, fast, and easy to use, Venue is the place to go to streamline deal-making, from marketing to due diligence through closing and post-merger integration. Mary Jane demonstrated the product and discussed:

Experience and Stability:

RR Donnelley is a Fortune 250 company (NYSE: RRD)
140 year commitment of meeting the needs of corporate issuers and their advisors
Entered VDR market in 2001

Security:

The most secure virtual data room in the marketplace
SAS 70 Type II
The only VDR provider with Moody's vendor information risk management certification

Ease of Use:

Built on the Microsoft SharePoint platform
No plug-in applications required
Familiar file/folder user interface

Service:

Self-service features combined with dedicated 24/7 Project Manager
Save time with built-in tools such as bulk upload, bulk print, bulk save
Leverage RR Donnelley’s global client service and production footprint

The demonstration of features included:

User interface
Dataroom index
Permissioning
Project management tools
Calendar
Recycle bin
Advanced search capabilities
Easy bulk print, upload and save
Integrated translation

November 19, 2008: RIA Checkpoint Training for Trust & Estate Attorneys

Featured: Diane Claeys, Client Services Manager, Thomson Tax & Accounting-Research & Guidance

Diane presented an overview of Checkpoint features including:

A review of available content - primary source material, newsletters/journals, editorial materials including sample documents, checklists, and client letters
A review of the 4 ways to locate information - keyword, citation, index and table of contents
A look at new features including: Bill Tracker to see if there is pending legislation for a code section and Track-It to get an email if a case or ruling is subsequently cited by another case or ruling.

November 6, 2008: Allocating Antitrust Risk in Mergers & Acquisitions

Featured: Sharis Arnold Pozen, Partner, Hogan & Hartson and Darren S. Tucker, Counsel, O’Melveny & Myers

As the economy continues to decline, companies and their counsel who are involved in mergers and acquisitions seek ways to apportion antitrust risks, such as divestitures, injunction, and employee defection. Use of risk-shifting devices — such as reverse break-up fees and cooperation clauses — permit parties in mergers and acquisitions to negotiate allocation of antitrust risk among the parties.

Risk-shifting devices can also create new challenges. Their use can alert antitrust authorities that the merger or acquisition is likely to trigger antitrust concerns, especially where it appears that parties may reject a deal without such risk allocation.

This authoritative panel of antitrust attorneys examined risk-shifting devices, their application in strategic deals, and best practices to allocate risk using risk-shifting devices.

October 15, 2008: CCH Health Law Research Network - An Overview

Featured: Kathy Marrero, Wolters Kluwer, CCH Legal Training Consultant

Kathy explored CCH Health Internet Resources including:

Health Care Reimbursement:

The CCH Medicare and Medicaid Guide - which provides full-text reporting of Medicare and Medicaid law and regulations, along with detailed editorial explanations and links to primary sources, including CCH’s exclusive SmartRelate feature for one-click access to related documents

CMS Manuals - both the paper-based and internet only manuals, which provide operating instructions, policies, and procedures for those who administer programs of the Centers for Medicare & Medicaid Services.

Health Care Compliance Professionals Manual:

Includes Federal and state statues and regulations, case law, administrative decisions, settlement, and corporate integrity agreements , and advisory opinions from the OIG, GAO, DOJ, and FTC. In addition to reviewing content available, Kathy will cover:

How to set up Tracker searches to automatically send updates to your in-box
How to select Boolean or All Terms search methods as your default
Why you will want to use the CMS Manuals on CCH versus the government's website
How to simultaneously search materials from both tabs
How to “menu-walk” to reveal the taxonomy of sources online
Different ways to narrow, restrict, and refine your searching

CCH, now known as Wolters Kluwer Law & Business, has been a legal publisher since the early 1900s and is best known for providing expert editorial commentary in highly regulated areas of law. The company has published its Medicare and Medicaid Guide since the late 1960s.

October 9, 2008: Earnouts

Featured: Tom Garton

The parties to an acquisition may seek tax free reorganization treatment for the transaction and also desire to include certain contingencies for the payment of a portion of the transaction consideration. The presentation covered the rules governing the tax treatment of contingent consideration in this context and the impact of various continent consideration mechanisms on the qualification of a transaction as a tax free reorganization.

October 7, 2008: Securities Mosaic Refresher

Featured: Jason Hinz, Training Specialist, Knowledge Mosaic LLC

Jason reviewed the entire Securities Mosaic website with special attention to some of the primary features including:

SEC Filings Exhibit Search – This feature allows for detailed searching of the Exhibits independent of the full filing. Therefore, you are able to find precedent language, agreements and other relevant data far faster than broadly searching the full SEC Filings database.
Risk Factors – This feature allows detailed searching and modeling of the Risk Factors disclosures. You are able to search by risk category and risk topic while cross referencing to corporation, state, industry etc. The Risk Factors database makes research that once took hours take only minutes and your results are far more reliable.
Law Firm Relationships – Securities Mosaic has identified the relationships found within the SEC Filings between law firm and corporation and tagged those results. You are able to search relationships by: law firm, corporation, industry, state and city.
Law Firm Memos – One of the most popular databases, the Law Firm Memos has over 10,000 memos pulled from the largest US and Canadian firms. Those memos are categorized by topic and are searchable by title. There is no other service available that offers anything remotely close to our Law Firm Memo database.

September 19, 2008: Business Development for Real Estate Lawyers

Featured: Michael Laird, Esq., Director, Crowe & Dunlevy; Larry Bodine, Esq., Business Development Advisor, LawMarketing, Inc.; and Michael Cummings, Managing Principal, Sage Law Marketing, Inc.

Commercial real estate rainmaker Michael Laird joined marketing experts Larry Bodine and Mike Cummings to show real estate lawyers how to keep their workload steady - and growing. This program delivered winning strategies, practical tips, and best practices.

Topics covered included:

Successful strategies and plans.
How to view business development - it doesn’t happen all by itself.
How to keep a steady flow of new work coming in.
Why long-term marketing pays off.
The importance of developing relationships.
7 revenue-rich residential real estate practices where lawyers are thriving.
The most effective marketing techniques:
- Making your Web site produce leads.
- The magic of e-messaging.
- Becoming an industry leader.
- Getting new business from old clients.
Business development techniques to get new commercial real estate business:
- Joining the right organizations to get to know people in business.
- Industry organizations that are a rich source of clients.
- How joining the right legal associations will generate referrals from across the nation.
- Taking care of business: getting real estate work from non-real-estate clients.

July 30, 2008: Fairness Opinions Under Heightened Scrutiny-A Strafford Teleconference

Panel Featured: Charles H. Baker, Partner Paul Hastings; Kevin C. Logue, Partner, Paul Hastings; and D. Casey Kobi, Vice President, IBD Legal, Lehman Brothers

Fairness opinions issued by investment banks in M&A transactions are facing increased judicial and regulatory scrutiny. In February, the Seventh Circuit addressed the potential liability for investment banks issuing fairness opinions in what many call the most instructive court decision in years. The Seventh Circuit ruling provides new case law on the duty to update or withdraw fairness opinions, particularly when market conditions change between the time of the opinion and the deal closing. This teleconference reviewed the recent case law and regulatory activity regarding fairness opinions and offered best practices for issuers and recipients of fairness opinions and related engagement letters.

July 23, 2008: Checkpoint Training For Tax Attorneys

Featured: Diane Claeys, Client Services Manager, Thomson Tax & Accounting-Research & Guidance

Diane presented an overview of new Checkpoint features including Bill Tracker to see if these is pending legislation for a code section; Track-It, to get an email if a case or ruling is subsequently cited by another case or ruling; and a “how-to” to create links to quickly get to favorite sources (i.e. WG&L Treatises). Diane also presented:

A review of available content - primary source material, newsletters/journals, editorial materials
A review of the 4 ways to locate information - keyword, citation, index and table of contents

July 22, 2008: D&O Indemnification and Insurance

Featured: Matthew Boos, Shareholder, Fredrikson & Byron P.A., and Bjorn T. Honda, Executive Vice President, RJF Agencies, Inc.

In the face of ever greater scrutiny and liability risks, protection of corporate officers and directors is more important than ever. If corporations are to attract and retain top-quality persons as directors and officers and, at the same time, protect the interests of the corporation and its shareholders, a solid understanding of the risks and a strategy for managing risks is critical. This program focused on two key areas of director/officer protection: indemnification and insurance. We focused on the statutes and case law pertinent to director/officer indemnification with an emphasis on Minnesota and Delaware corporations. We also provided a primer on director/officer insurance policies and highlight the key issues that concern anyone seeking director/officer insurance protection.

July 10, 2008: Article 9 of the UCC: An Overview

Featured: Carrie Seele and Tim Donarski

Carrie and Tim provided an overview of Article 9 of the UCC, including:

Due Diligence - Know the Debtor and the Collateral
Security Agreement Basics
Perfection and Priority Basics

June 24, 2008: Negotiating Material Adverse Change Clauses-Teleconference

Featured: G. Thomas Stromberg, Winston & Strawn; Vincent P. Schmeltz III, Dewey & LeBoeuf & Clifford E. Neimeth, Greenberg Traurig

The credit market crisis has pushed buyers and lenders in purchase and merger agreements to seek ways to escape deals without penalty, Material adverse change (MAC) clauses, which permit the cancellation of a deal under certain circumstances, have become a common though contentious, exit strategy. Over the past year, questions about what constitutes a material adverse change have been at the center of several disputed deals, triggering a number of lawsuits. Despite the litigation, courts still have not provided clear guidance on the issue.

Most of the controversy over MAC clauses surrounds the exceptions that the parties aggressively negotiate at the front-end of the deal. Reaching a favorable agreement requires a combination of solid negotiating and drafting skills with a willingness to walk away from a deal if need be. Our panel of attorneys discussed current trends surrounding MAC clauses and best practices for securing forward-thinking deal terms through sound MAC clauses.

June 5, 2008: Transfer Agent Issues

Featured: Kelly Beenen, Senior Vice President, Wells Fargo Shareowner Services and Karri Van Dell, Vice President of Sales, Midwest Region, Wells Fargo Shareowner Services

Wells Fargo Shareowner Services is the only major transfer agent not on the east coast -- and they are right here in the Twin Cities! They consistently rank highest among their peers and focus on client and shareholder satisfaction. They discussed transfer agent issues in general, their services, and ways in which they can help our clients.

April 28, 2008: Rule 506 v. Model Limited Offering Exemption Filing

Featured: Todd Taylor and Kristi Nickles

Minnesota’s securities rules changed last Summer with interim guidelines being signed to require a notice filing in 506 offerings. Minnesota’s non-accredited/accredited rules changed with what we can rely on and when a Statement of the Issuer needs to filed.

This issue also applies to other states when deciding whether to file a Form D under Rule 506 and obtain the protections under NSMIA or rely on a limited offering exemption with no required filed. Todd led a discussion on the merits of using Rule 506 NSMIA versus using a state exemption.

April 3, 2008: Real Estate Issues in M&A Transactions

Featured: Mary Ranum

Mary discussed key real estate issues including: contractual issues when the target’s facilities are leased, title and environmental issues when the target owns its facilities, due diligence practices, representations and warranties in acquisition agreements.

March 25, 2008: The Section 162 (m) Workshop - A Compensation Standards Webinar

Featured: Christine Daly, Partner, Holme Roberts & Owen LLP
Elizabeth Drigotas, Principal, Washington National Tax, Deloitte Tax LLP
Jeremy Goldstein, Partner, Wachtell Lipton Rosen & Katz
Mike Kesner, Head of Deloitte Consulting’s Executive Compensation Practice
Mike Melbinger, Partner, Winston & Strawn LLP
Paula Todd, Managing Principal, Towers Perrin

Now that the IRS has confirmed its position that employment agreement terms providing for the accelerated vesting of performance-based equity awards upon termination of the executive by the company without cause or termination by the executive for good reason, and payment at target performance levels, regardless of actual performance, would cause the awards to fail to satisfy 162(m)’s performance-based exception, it’s time to examine your executive’s arrangements to determine if fixes are necessary. The IRS’ latest ruling includes a transition period that will be helpful – but may not be as “long” as it sounds. And there are a host of open issues that will require the exercise of considerable judgment, as the ruling does not provide much additional insight into the application of the new position beyond the specific facts that it posits. . .

This webcast was held in a “workshop” style, where experts provided analysis of the numerous issues raised for specific types of employment arrangements, including guidance on what well-designed plans should look like under the IRS’ latest guidance. Among the important topics that will require up-to-the-minute guidance, the Conference covered:

Obligations to re-examine, modify existing arrangements in the wake of the new IRS ruling
How the boards – and compensation committees - should document their decisions
How to tackle the numerous open questions, such as how to design arrangements to comply with the “change in control” exception and addressing the extent to which you can avoid an adverse result by characterizing severance as “a formula” rather than waiver of goals for a particular award
How to avoid traps for the unwary when negotiating employment contracts and other compensation arrangements going forward.

March 20, 2008: American Financial Printing - An Overview

Featured: Leah Bailey, Scott Dewitt and Jim Schulz, American Financial Printing, Inc.

The program provided an introduction to the world of financial printers. Topics covered included:

Computer Languages
Workflow at a Financial Printer
EDGAR Overview
Electronic Notice & Access Model
Comparing Examples
Billing Process
Working Smarter

March 6, 2008: American Financial Program & Tour

Featured: Leah Bailey, Scott Dewitt, and Jim Schulz

The program provided an introduction to the world of financial printers as well as a look behind the scenes of a printing facility. Topics covered included:

Computer Languages
Workflow at a Financial Printer
EDGAR Overview
Electronic Notice & Access Model
Comparing Examples
Billing Process
Working Smarter

February 15, 2008: Income Tax Tools For Building An M&A Transaction Structure

Featured: Tom Garton

This presentation described the basic income tax rules for taxation of M&A transactions, including taxable mergers, tax free reorganizations, Section 338(h)(10) requirements and consequences, and some special pass-through and disregarded entity rules. This approach covered basic rules and concepts, not fringe and esoteric issues.

January 30, 2008: New Rule 144: Everything You Need To Know - And Do Now

Featured: CorporateCounsel.net and Featuring The Foremost Rule 144 Experts: Jesse Brill, Alan Dye & Bob Barron

Now that the SEC has made the most significant changes to the requirements of Rule 144 since its adoption, you - and every public company, every law firm, every broker, every transfer agent - will need to implement new preventive procedures. Pitfalls will abound. Transactions by your most important clients (and your boss) are impacted. You simply can’t afford to make mistakes regarding the transactions by your top executives and directors!

It is critical to have the best possible guidance for addressing what you now will need to do. This half-day conference provided the essential - and practical - implementation guidance that you need going forward. Led by the foremost experts – Jesse Brill, Alan Dye and Bob Barron, with well over a century of Rule 144 experience among them - participants learned how to deal with the new procedures, forms representation letters - and legends - and how to protect yourself (as well as your directors and executive officers) from costly violations when you tackle the new challenges that you will now face.

December 11, 2007: Escrow & Agency Services Supporting Financial and Transactional Matters

Featured: R. Scott Graham, Vice President, Business Development-Central Region, U.S. Bank Corporate Trust Services, and Joel Geist, Vice President and Central Region Manager, U.S. Bank Corporate Trust Services

Scott and Joel discussed:

Escrow services:
- Various escrow situations
- Functions of an escrow agent
- Expectations of an escrow agent regarding the process of opening an account
- Expectations of an escrow agent regarding terms of the escrow agreement
- Suggested planning considerations (such as document drafting and structuring, tax reporting, investment selection, guidance regarding planning wire transfers, etc.)
- Common “housekeeping” requirements (related to taxpayer identification, Patriot Act requirements, etc.)
Time permitting, they will also touch on other agency services:
- Paying agency roles for payment obligations (distributions at transaction closings, general obligation bonds, private placements, commercial paper)
- Collateral and document custody
- Exchange, tender and conversion agencies for securities
- Auction agent for variable rate debt securities
- Claims administration services

November 29, 2007: Drafting Tips for Transactional Attorneys & Paralegals

Featured: Tim Nelson and Alex Rosenstein

This presentation focused on practical drafting advice for transactional work that they don’t teach in law school. These tips are designed to help produce stronger documents, assist with closing logistics and avoid last-minute changes.

November 5, 2007: Securities Research Tools

A panel of attorneys and reference librarians teamed up to present information and demos on a wide range of research tools including but not limited to: CCH Securities & Blue Sky Reports; Corporate Counsel; Section 16; Securities Law Handbook; Securities Mosaic; EDGAR; GSI Online and more.

November 1, 2007: Money Left On The Table: The R&D Tax Credit

Featured: Scott Schmidt, Principal, Black Line Group. The Black Line Group is a firm that focuses exclusively on helping companies realize substantial benefits from the use of the R&D Tax Credit. Black Line Group is headquartered in Minneapolis, with offices in Dallas, Texas and Grand Rapids, Michigan.

Because of its very specialized nature, large numbers of small and mid-size manufacturers are not taking advantage of the R&D Tax Credit. The definition of Research and Development (R&D) is much broader than people think. Manufacturers of all kinds often believe that they don’t have R&D taking place, or are not getting the advice about this opportunity. For companies that have not taken advantage of the R&D Tax Credit in the past, this can potentially mane the creation of immediate and substantial amounts of cash, minimally into the tens of thousands of dollars, and usually $100,000 or more. In addition, companies can reduce future tax liabilities and improve cash flow.

November 1, 2007: Compensation Arrangements for Private Equity Deals - A DealLawyers.com Webinar

Featured: Jeremy Goldstein, Wachtell Lipton Rosen & Katz; Shawn Hamilton & Craig Rowley, The Hay Group

A private equity acquisition has far-reaching implications for employees at all levels of the target, particularly regarding compensation. Structuring the deal to minimize the pain, eliminate distractions and navigate challenges is critical. The panel explored the latest trends and developments in this area including:

What are the latest compensation trends and developments when companies are purchased by private equity funds?
What compensation issues should a target board consider when it’s approached by a private equity fund?
What type of due diligence should be conducted into a target’s compensation plans by a potential acquiror?
How should elements of pay be re-balanced and re-mixed when going private?

October 23, 2007: CCH Training on Federal Securities

Featured: Kathy Marrero, Legal Training Consultant, Wolters Kluwer

Kathy guided securities practitioners through a program full of tips and tricks to use CCH Securities Law more efficiently online. Some of the topics Kathy covered are the newest enhancements to the CCH line-up including: Smart Relate, Topic Navigator and Blue Sky Smart Charts. Also:

How to monitor all SEC activity by email notification via Tracker.
How to customize the My CCH tab to include just the publications you search most frequently.
How to “Menu-walk” or browse your way to a topic without searching.
And much, much more.

October 22, 2007: Final Code Section 409A Rules

Featured: Deb Linder and Alex Mertens

Deb and Alex presented a brief overview of the rules governing “deferred compensation plans” and what clients need to do to comply. Your client doesn’t have any deferred compensation plans? Maybe so, but the IRS defines “deferred compensation” very broadly and 409A may be lurking in your client’s bonus plans, employment agreements and other arrangements.

October 18, 2007: M&A Negotiation Trends: An ABA Teleconference

Featured: ABA Panel

Since their inaugural 2006 release by the Committee on Negotiated Acquisitions, the Deal Points Studies have gained recognition as the gold standard for market metrics of key negotiated legal issues in M&A agreements. In this teleconference, the panel covered issues such as:

Purchase price adjustments and earnouts
Catch-all representations and warranties
Closing conditions
Indemnification survival periods, baskets and caps
Disputes resolution provisions

October 9, 2007: Fairness & Solvency Opinions

Featured: James T. Budyak, Vice President, & Richard B. Nordberg, Senior Vice President, Valuation Research Corporation

James and Richard covered:

Current M&A Environment
Transactions Using Opinions
Key Court Cases
Valuation Methodologies
Case Studies

The overview included discussion of stock based comp (SFAS 123R), financial reporting for acquisitions (SFAS 141 and SFAS 157), goodwill impairment (SFAS 142), transfer pricing, IRC Sec. 409A-deferred comp and tax compliance valuations. Richard led a discussion and Q&A session following the overview.

October 3, 2007: CT Advantage Technology Workshop

Featured: Jane Ritchie, National Trainer, WoltersKluwer

Jane focused on using CTAdvantage.com in the practical sense. Her emphasis was on paralegal tasks relating to a merger closing spreadsheet and what resources are available on the CT site to accomplish an efficient closing. Highlights include:

Public Record Searching to Determine location and status of surviving and non-surviving entities
State-by-state searching
Comprehensive searching in all states at once
Obtaining Corporate Documents needed for the closing table
Building a Post Article 9 Compliant UCC Search (What are the considerations now that the transition period is over?)
Why Search for all Lien, Litigation and Bankruptcy filings?
Researching Statute information on Mergers in DE and all jurisdictions
Resources for obtaining drafted copies of your merger documents
Post Merger Considerations for surviving and non-surviving entities

October 2, 2007: The M&A and Acquisition Finance Markets: Recent Developments & Implications

Panel Featured:
Richard E. Climan, Partner, Cooley Godward Kronish LLP
Joel I. Greenberg, Partner, Kaye Scholer LLP
Raymond Kane, Director, Houlihan Lokey Howard & Zukin
Rick Lecher, Managing Director, Houlihan Lokey Howard & Zukin
Jennifer Muller, Director, Houlihan Lokey Howard & Zukin
Leigh Walton, Member, Bass, Berry Sims PLC

The M&A and acquisition finance environment in the first half of 2007 was among the most favorable in history. Then, disruption in the subprime mortgage market spread to the acquisition finance market, affecting the availability and terms of acquisition financing. An ABA panel of investment bankers and lawyers reviewed the changing environment this year and its implications for pending M&A transactions and the negotiation of new transactions, including:

Deal activity during 2007
Recent developments in the acquisition financing market
Key acquisition agreement terms in the current environment

September 26, 2007: Negotiating a Seed or Venture Term Sheet

Speakers: Steve Dickinson

Session Overview: Steve discussed common terms and conditions in an early stage venture financing, including an analysis of a sample term sheet.

September 21, 2007: Legal Opinions in M&A Transactions

Featured: Tim Johnson

Tim discussed mergers & acquisitions.

August 23, 2007: Securities Mosaic Overview

Featured: Jason Hinz, Account Executive, Knowledge Mosaic LLC

Jason presented an overview of Securities Mosaic, a powerful and popular on-line securities data searching site. Jason’s overview included information about:

SEC filings searches and advanced search functions
Law firm memo searching
New features of the website
Market regulation data and dealing with the NYSE & NASD manuals
Corporate compliance center functions
Features of the Securities Mosaic News
Securities Mosaic Blogwatch introduction

August 22, 2007: CCH Training on Federal Securities

Featured: Kathy Marrero, Legal Training Consultant, Wolters Kluwer

Kathy guided securities practitioners through a program full of tips and tricks to use CCH Securities Law more efficiently online. Some of the topics Kathy covered were the newest enhancements to the CCH line-up including: Smart Relate, Topic Navigator and Blue Sky Smart Charts. Also:

How to monitor all SEC activity by email notification via Tracker.
How to customize the My CCH tab to include just the publications you search most frequently.
How to “Menu-walk” or browse your way to a topic without searching.

August 20, 2007: CT-Advantage Training

Featured: Michelle Fick, Account Executive, CT Corporation, A WoltersKluwer Corporation

This training session dissected the CT website showing you where to find state forms, state website information, name availability checks and project outline forms. Participants also learned how to review your own pending document orders and those of F&B, as well as, how to find links to state and government sites and much more.

August 17, 2007: Drafting Tips for Transactional Attorneys & Paralegals

Featured: Tim Nelson and Alex Rosenstein

This presentation focused on practical drafting advice for transactional work that they don’t teach in law school. These tips help produce stronger documents, assist with closing logistics and avoid last-minute changes.

August 2, 2007: American Financial Program & Tour

Featured: Leah Bailey, Scott Dewitt and Jim Schulz

The program provided an introduction to the world of financial printers as well as a look behind the scenes as we toured the printing facility. Topics covered included:

Computer Languages
Workflow at a Financial Printer
EDGAR Overview
Electronic Notice & Access Model
Comparing Examples
Billing Process
Working Smarter

July 25, 2007: Structuring a Financial Package

Featured: Steve Haas, Woodbridge Financial Group LLC

THIS WAS A NON-ENROLLMENT SESSION FOR ATTORNEYS.

July 20, 2007: Minnesota Securities Laws - Revised

Featured: Todd Taylor and Carlye Landin

On August 1, 2007, Minnesota’s securities laws (Minnesota Statutes, Section 80A) will be completely revised for the first time since 1986. These changes are based in large part on the Uniform Securities Act (2002) and will be accompanied by a new set of securities regulations sometime in July 2007. This program provided an overview of the new law and the regulations as well.

July 11, 2007: State of the M&A Market

Featured: Hunt Green, Ken Higgins & Joe Lavely, Managing Directors, Greene Holcomb & Fisher

The panel covered topics including:

M&A Market Overview
Healthcare M&A Market
Recent Private Equity Market Activity

July 10, 2007: Delaware Conversions

Featured: Alan Stachura, CT Corporation, A WoltersKluwers Company

Alan focused on Conversion basics including:

History of Delaware Conversions
Conversion Possibilities
Tax Issues with Conversions
Conversion Possibilities

June 12, 2007: Legal Issues in Outsourcing to India: What Lawyers & Companies Need to Know Now

Featured: Steven Dickinson

Steve covered the latest issues about outsourcing in India, including:

Key advantages and risks
Deal structures
Best practices
Key legal issues

May 30, 2007: Ending Oil’s Stranglehold on Transportation and the Economy

Featured: Kathy Fisher, Senior Portfolio Manager and member of the Portfolio Global Strategy Group, Bernstein Global Wealth Management. Ms. Fisher joined Bernstein Wealth Management in 2001. Prior to joining Bernstein, she spent 15 years at J.P.Morgan, most recently as managing director advising banks on acquisitions, divestitures, and financing techniques. Ms. Fisher also worked as a research analyst at Morgan Stanley and the Federal Reserve Bank. She earned a BA in Economics from Bates College and an MBA in Finance from New York University.

Energy has become one of the most pervasive and potentially disruptive forces facing capital markets today. At the same time, environment issues and the effects of global warming in particular have taken center stage in the political arena. Bernstein has studied these issues from several perspectives. First, they have examined the near term outlook for energy prices including shifts in supply and demand. Second, they have explored in depth two potentially game-changing technologies that could curtail gasoline use over the longer term - hybrid automobiles and ethanol. Bernstein asserts that the era of global dependency on oil - with all its problematic economic and political ramifications - may be coming to an end. Kathy shared the results of the latest research in this area.

May 18, 2007: Private Placement of Securities

Featured: Lynn Jokela and Bert Ranum

Lynn and Bert covered the basics on private placements including: private offerings, general securities and securities exemptions, stock issuance, and blue sky.

May 3, 2007: Roundtable Discussion: Stock (And Other Securities) Transfers

Featured: Diane Heney

Diane discussed what is needed to effect a transfer, i.e. assignments and other documentation from the transferor, representations from the transferee (and, in some cases, the transferor), exemption from state and federal securities laws and proper names of recordholder.

April 26, 2007: Valuation of Intangible Assets For Business Combinations

Featured: Chad Dolly and John Stevenson, Craig Hallum

Chad and John discussed the valuation of intangible assets for business combinations.

April 11, 2007: CCH Training on Federal Securities

Featured: Kathy Marrero, Legal Training Consultant, Wolters Kluwer

Kathy provided CCH Training on Federal Securities.

March 30, 2007: Periodic Reporting: Minding Your K’s & Q’s

Featured: Ryan Brauer and Melodie Rose

Ryan and Melodie provided a nuts & bolts primer on annual and quarterly reporting obligations for public companies under the Securities Exchange Act of 1934. In addition, they updated participants on recent developments, trends and changes to necessary forms.

February 6, 2007: Choice of Entity

Featured: Jim Redpath, CPA, Director, Commercial Business Unit, HLB Tautges Redpath, Ltd. Jim specializes in business structuring, ownership succession and ESOP issues as well as corporate, partnership, individual and estate/gift tax planning and consulting on both national and international levels. He is a graduate of St. Thomas University and received his CPA license in 1980. In addition, he is a member of the American Institute of CPAs, the MN Society of CPAs, The Employee Owned S Corporation of America (ESCA), and Chairman of the Advisory Board for the National S Corporation Association.

Jim helped us to better understand how to determine the best structure for an entity from a tax and operating perspective. During the presentation, Jim discussed:

Ideal tax entity structure and reasons why
When to use an S Corporation
When to use a C corporation
How to convert existing structures to the ideal entity structure

January 18, 2007: Transactions in Stock by Insiders

Featured: Rhona Shwaid and Steve Tight

Rhona Shwaid & Steve Tight discussed Transactions in Stock By Insiders including Rule 144, Schedules 13 D/G, Section 16, Rule 10b-5 and insider trading policies.

November 29, 2006: Charter Documents in Preferred Equity Financings

Featured: Kim Lowe

Kim Lowe presented an overview of Charter Documents including dividends, liquidation, redemption, anti-dilution and protective provisions.

October 20, 2006: Understanding Corporate Formation Documents

Featured: Kim Lowe

Kim Lowe reviewed basic corporation formation documents paying particular attention to the various provisions in the MCBA and the Articles of Incorporation for a Minnesota corporation. The purpose of the discussion was to provide a basic understanding of the structure of formation documents and corporations formed under Minnesota law.

September 29, 2006: Securities Research Tools

Panelists: Attorneys, Paralegals, and Reference Librarians

A panel of attorneys, paralegals and reference librarians presented information and demos on a wide range of research tools including but not limited to: CCH Securities & Blue Sky Reports; Corporate Counsel; Section 16; Securities Law Handbook; Securities Mosaic; EDGAR; GSI Online and more.

August 11, 2006: Valuations and Experts: What Attorneys Need to Know

Featured: Brooks D. Myhran, Managing Director and Member of Goldsmith-Agio-Helms

Brooks D. Myhran presented this information-packed 2-hour seminar which provided an overview of valuation theory and various methodologies, case law references, an extensive discussion on discounts and premiums, and a primer on the most important aspects of selecting an expert witness for valuation-related disputes.

July 14, 2006: What You Need To Know About The New Bankruptcy Act’s Impact On Termination Provisions Commonly Stated In Commercial Contracts

Featured: Clinton Cutler

To what extent are the termination provisions commonly stated in commercial contracts, licenses and development agreements enforceable under the new Bankruptcy Act? In this session, Clint Cutler provided a brief overview of the new Bankruptcy Act and discussed how it impacts termination provisions commonly stated in commercial contracts.

June 9, 2006: What You Need to Know About Cross-Border Transactions

Featured: Steve Dickinson

In this seminar, Steve Dickinson, a Shareholder in our Mergers & Acquisitions, Corporate, Securities and International groups, described the special issues that are present in contracts involving parties in more than one country, including issues regarding international contract law, substantive terms, payment provisions and dispute resolution.

May 5, 2006: Nuts and Bolts of Entity Choice

Featured: Kim Lowe, a shareholder in our Corporate, Cooperatives, Securities and Mergers and Acquisitions groups.

Kim gave a presentation on the key considerations surrounding entity formation, including a summary of the differences between a corporation, a partnership, a limited liability company and other corporate creatures. This presentation was directed at associates, but others interested in learning more about various corporate entities were welcome.

March 10, 2006: Everything You Need to Know About Patents

Featured: Robert Day

February 10, 2006: What You Need To Know About Medical Device Regulations

Featured: Robert Klepinski

Back by popular demand, Bob Klepinski told us everything we need to know about the basics of medical device regulation in one issue-packed hour.

January 13, 2006: Employee Benefits in M&A Transactions

Featured: Deb Linder

Deb Linder, a partner in our Compensation Planning Group, described the primary categories of employee benefit plans in use today. You learned to identify employee benefits issues that often arise in M&A transactions, and Deb Linder discussed the importance of identifying and addressing such issues early in the transaction.

December 9, 2005: IP Essentials for the Non-IP Practitioner

Featured: Bob Day, Jessica Manivasager, and John Pickerill

This course increased our working knowledge of some key IP concepts.

November 11, 2005: Introduction to IP Basics

Introduction to some basic intellectual property basics helpful to lawyers who work on mergers and acquisition transactions and commercial contracts.

October 14, 2005: Venture Capital Term Sheets

Featured: Steven J. Dickinson

Steve Dickinson, a partner in our M&A Group, ran through a venture capital term sheet and explained what issues are addressed, why, what parties typically argue about, and how arguments are typically resolved.

October 7, 2005: LLC Overview

Featured: Larry Hause, a partner in our Business and Tax Group.

Larry Hause gave an overview on LLCs.

July 26, 2005: Environmental Law Primer

Featured: Sue Steinwall

June 14, 2005: Bankruptcy Basics

Featured: Clint Cutler and Jim Baillie

April 12 , 2005: Fundamentals of Local Government/Zoning/Subdivision & Development Law

Featured: David Sellergren

March 9, 2005: Introduction to Antitrust

Featured: Tim Johnson

February 8, 2005: Introduction to Consumer Protection Laws

Featured: Heather Thayer

An introduction to a handful of core bankruptcy issues that a corporate lawyer is likely to encounter (or should recognize) in a transactional practice.

Heather has a unique professional background, having worked in-house at one of the country’s largest consumer lenders and in some of the Twin Cities’ other great law firms. She has the firm’s broadest and deepest expertise in consumer protection laws (primarily related to lending and financial institutions). She introduced us to a handful of consumer protection laws that every generalist should be aware of so that we can spot issues.

January 7, 2005: Legal Writing Presentation by Gary Kinder

Featured: Gary Kinder

Gary Kinder offers a unique blend of talents: He is a highly acclaimed best-selling author of narrative non-fiction, the same writing you put into your fact statements; an inspiring speaker and natural teacher; and a lawyer who understands what you face every time you sit down to write. Not only does he write evocatively and persuasively, he can also explain how good writing works and why. And he mixes in a lot of humor to make his presentation one.

The program provided lawyers with an editing system to ensure that all of their letters and memoranda are clear and concise, gave them a proven method for getting their thoughts down quickly without facing writer’s block, showed them how to keep clients and judges happy by introducing letters and briefs properly, examined ways to make contract clauses more succinct and easier to understand without risking additional exposure, taught them how to persuade by capturing a reader’s imagination, and demonstrated how to build a bulletproof argument. The session began with ideas on how to work efficiently with a partner (or senior associate) on a writing assignment.

December 15, 2004: What a Transactional Lawyer Should Know about Litigation/Dispute Management

Some transactional lawyers actively manage disputes. All transactional lawyers should at least be able to effectively transition a matter to a litigation expert. This session featured experiences of a transactional litigation manager and an experienced litigator.

November 9, 2004: Distribution and Sales Rep Agreements

Featured: Sharon Freier

An introduction to some of the laws, agreement provisions, business relationships and negotiating patterns related to distribution and sales rep agreements.

October 12, 2004: Institutional Capital � Debt & Equity

Featured: Mike Smiggen, Bayview Capital

Mike Smiggen presented on how an institutional private equity investor approaches an investment opportunity that fits their niche. The presentation included a discussion on capital structure, pricing, investment evaluation, execution, and management.

August 10, 2004: Employee Benefits Basics

Featured: Debra Linder

An introduction to a handful of core employee benefits issues that a corporate lawyer is likely to encounter (or should recognize) in a transactional practice.

June 8, 2004: Employment Issues for Corporate Lawyers

Featured: Bob Boisvert and Ingrid Culp

An introduction to a handful of core employment law issues that a corporate lawyer is likely to encounter (or should recognize) in a transactional practice.

May 11, 2004: Tax Basics

Featured: Tom Garton and Bob Stuart

An introduction to a handful of core tax issues that a corporate lawyer is likely to encounter during the �life� of a corporation client.

March 9, 2004: Nuts and Bolts of Corporate Formation

Featured: Simon Root and Margaret Stanley

Where the rubber meets the road in organizing a corporation � Margaret explained the specific steps she takes to organize a corporation � Simon discussed some articles bylaws provisions and other organization issues.

January 13, 2004: Primary M&A Considerations

Featured: Brian Moore and Steve Tipler

An introduction to basic M&A issues, including: where do I go, what do I do, and why do I care?

December 9, 2003: Basic Principles of Entity Selection

Featured: John Erhart and Steve Tight

Introduction to the major business organizations: corporation (S&C), LLC, various types of partnerships; as well as some considerations for selecting one type over another.

November 9, 2003: Deal Confidentiality Agreements

Featured: Tom Archbold and Jamie Snelson

Discussion of forms circulated prior to meeting, as well as negotiation, drafting, and enforcement issues.

September 9, 2003: First Day of the Deal

Featured: John Grimstad and John Wurm

Hypothetical first day of the deal: legal and non-legal staffing, diligence (us and them), scouting the other side, client evaluation (risk tolerance, communication style), economics, industry, filing and organization.

Litigation

July 26, 2011: The New Inequitable Conduct Standard in Patent Litigation

Strafford Webinar

Featured: James J. Foster, Shareholder, Wolf Greenfield & Sacks, Boston; David P. Enzminger, Partner, Winston & Strawn, Los Angeles; and Dr. Sandra P. Thompson, Shareholder, Buchalter Nemer, Irvine, Calif.

The Federal Circuit recently issued its long-awaited ruling in Therasense v. Becton Dickinson, significantly altering the inequitable conduct landscape. The decision changes a standard that, according to the court, had needlessly increased the complexity of patent litigation and hindered Patent Office exams. Asserting an inequitable conduct defense has become a common tactic in patent litigation. The Federal Circuit has now raised the bar for proving inequitable conduct, tightening the standards for materiality and intent. The decision rejected the Patent Office’s Rule 56 as a standard despite a strong dissent.

Counsel for patent holders and those challenging patents must understand the Therasense decision, how it changes the inequitable conduct standard and the impact of that change on patent litigation, as well as patent prosecution. An authoritative panel of patent attorneys examined the Federal Circuit’s Therasense decision, how it changes the inequitable conduct standard, and how courts will apply the new standard, how the Patent Office has responded to the decision, and offered best practices for operating under the new standard.

July 12, 2011: Patent Reissue: Benefits, Limitations and Strategies

Strafford Webinar

Featured: Scott A. McKeown, Partner, Oblon, Spivak, McClelland, Maier & Neustadt, L.L.P., Alexandria, Va.; Irah H. Donner, Partner, Stroock & Stroock & Lavan, New York; and Larry A. Roberts, Partner, Kilpatrick Townsend & Stockton, Atlanta

In 2010, there were more reissued patents than in any year in history. While patent holders can benefit from using the reissue process to correct patent defects, there are limitations that must be understood and considered. When making the determination to initiate the reissue process, a patent holder must understand how pending litigation and licensing deals could be affected by the patent reissue. Patentees and their counsel must carefully evaluate whether and when to make a reissue application.

In addition, counsel must consider key recent developments, including a recent Federal Circuit decision reversing the Board of Patent Appeals and Interferences and holding that omission of narrower dependent claims can be a basis for the filing of a reissue application. An authoritative panel of patent attorneys examined the benefits and limitations of patent reissue and discussed recent developments and the strategic use of reissue to protect IP rights.

July 7, 2011: Opening Statement Simulation

Featured: Greg Karpenko and Darren Schwiebert

At this session, we practiced opening and closing arguments. We divided into two rooms, one for Intellex counsel and one for Cranbrooke counsel. Trial partners decided which one would open and which one would close and coordinated so that there was one, consistent trial theme. Participants reviewed Winning at Trial to learn more about openings and closings.

June 2, 2011: Opening & Closing Discussion

Featured: Tom Fraser, Todd Wind, and Lora Friedemann

This session covered opening and closing arguments. Topics discussed included how to prepare to give an opening or closing, strategies for structuring your argument, delivery, use of a theme, how to address damages, and more.

May 31, 2011: The Power of Depositions in the Digital Age

Merrill Corporation

Featured: Barbara Klas, Esq., Vice President of Sales; Heidi Fessler, Esq., Senior Director, Client Development; and Nikki Van Haverbeke, Technical Sales Consultant

This session taught best deposition practices and strategies to leverage tools and technologies in the digital age. Topics covered included:

How the changing face of the contemporary jury impacts the manner in which an attorney takes a deposition
The value of synchronizing video and text for trial presentation
Why email may not be your friend
The ethics of digital transformation and propagation .....and much more

Plus, meet our new client, Merrill, and hear more about the many ways we are expanding our relationship. At this session you will also learn how to use the customized deposition scheduling website Merrill created for Fredrikson. We will then see a brief demonstration of the on-line transcript management tool Merrill is making available to us free of charge.

May 5, 2011: Evidence Issues, Objections, Jury Instruction Conference and Special Verdict Form, Trial Motions & Offers of Proof

Featured: Dave Marshall and Kurt Niederluecke

This session discussed the behind the scenes aspects of trial, including the pretrial conference, motions in limine, trial objections, bench conferences, jury instructions, verdict form, and making offers of proof.

April 7, 2011: Using Demonstrative Exhibits, Summaries & Technology

Featured: Lora Friedemann, Jeff Post, and Darren Schwiebert

As trial lawyers, we strive to communicate our case in a way that is understandable and persuasive. We often need to synthesize the evidence and explain concepts that are unfamiliar to the fact-finder. During this session, litigators discussed the use of summaries, demonstrative exhibits and other visual aids to enhance the communication with the jury. At the end of the session, they talked about what visual aids to consider using during the Cranbrooke v. Intellex trial.

April 6, 2011: Trademark Bullying: Emerging Legal Threat

Strafford Webinar

Featured: Stephen R. Baird, Shareholder, Winthrop & Weinstine, Minneapolis; Theodore H. Davis, Jr., Partner, Kilpatrick Townsend & Stockton, Atlanta; Leah Chan Grinvald, Assistant Professor of Law, Saint Louis University School of Law, St. Louis; and Anne Gundelfinger, Law Office of Anne Gundelfinger, Menlo Park, Calif.

Increasingly trademark challenges raise trademark bullying claims. Social media makes it easy for recipients of enforcement efforts to respond by exposing what they believe are untenable trademark claims. The backlash potential is real when owners are not engaged in legitimate brand protection. The Trademark Law Technical and Conforming Amendments Act directed the Secretary of Commerce to study and report to Congress on trademark bullying. The USPTO solicited and received many comments, including those from the INTA, IPO, AIPLA, and the ABA. The USPTO reported its findings in March.

An important question is whether new legislation is needed to address the problem or whether the existing litigation tools are sufficient to defend against trademark bullying. A recent Seventh Circuit Court of Appeals decision demonstrated mechanisms that are in place to protect against such conduct. An authoritative panel of trademark attorneys examined what constitutes a trademark bully and the current legal landscape. The panel offered strategies for dealing with trademark bullies or protecting your brand without being a bully.

March 3, 2011: Cross Exam Simulation Exercise

Exercise Leaders: Lora Friedemann, Greg Karpenko, Jeff Post, and Darren Schwiebert

During this session, participants broke into four groups to work on their cross-examination for the Cranbrooke v. Intellex trial. In advance of this session, they prepared one line of cross examination for the witness they were crossing at trial. Participants performed their line of questioning during the session and we discussed other potential lines of questioning in the small groups.

February 22, 2011: Effective Legal Writing As Seen By Those Who Matter: Judges

You can’t be a good litigator without writing good briefs. But how do you learn the basic rules for effective brief writing, let alone how to tailor your briefs to a specific court? One simple way is to learn from the judges who will be making decisions based on your briefs. In this panel discussion, three highly respected judges from different courts shared their candid thoughts on effective legal writing.

February 3, 2011: Cross Examination Discussion

Featured: Fred Fink, Chisago County prosecutor

Fred Fink, a Chisago County prosecutor, provided the basics of an effective cross-examination. Fred has cross-examined hundreds of witnesses from all walks of life in his 30+ years as a county prosecutor. Fred teaches trial advocacy, including cross examination, to prosecutors in all fifty states. Fred shared tips and strategies he’s learned for conducting a successful cross-examination.

January 6, 2011: Direct Examination Simulation Exercise

Featured: Lora Friedemann, Jeff Post, Greg Karpenko, and Darren Schwiebert

Coordinate with your trial partner to determine which witness you will examine at trial. We divided into four groups - one for each of the four witnesses. Participants practiced and discussed the direct examination of a witness in each small group.

December 21, 2010: Managing Ethics Issues in Electronic Records & Electronic Discovery

Featured: Bruce A. Olson, Esq. Mr. Olson is President of ONLAW Trial Technologies, LLC, www.onlawtec.com, a trial technology, e-Discovery and computer forensics consulting company. Prior to assuming an active legal technology consulting practice he was a shareholder in Davis & Kuelthau, s.c., working in its Milwaukee and Green Bay offices. He is a certified forensic computer examiner, having received his CCE from the International Society of Computer Forensic Examiners in June of 2010. He is also a Board Certified Civil Trial Specialist, having been certified by the National Board of Trial Advocates in 1997 and re-certified in 2002 and 2007. He has tried over sixty jury trials to verdict in the federal district courts and Wisconsin circuit courts. He has handled appeals, including oral argument, at the Wisconsin Court of Appeals, the Wisconsin Supreme Court and the Seventh Circuit Court of Appeals. Mr. Olson is a co-author of The Electronic Evidence and Discovery Handbook: Forms, Checklists and Guidelines published by the American Bar Association.

The session covered ethical considerations in:

Maintaining, archiving and destroying electronic records in the law firm setting
Risks, rewards and ethical obligations of a paperless legal practice
Hardware, software, organization and access considerations in dealing with electronic records
Advising clients on legal and eDiscovery related issues in electronic file maintenance and destruction
Highlights of Wisconsin’s new eDiscovery statutes and status of Minnesota’s approach at state level
Ethical Duty of Competent Representation in an eDiscovery world
Do you understand the technology well enough to avoid malpractice
How what you don’t know can hurt you and your clients
Life after Pension Committee and Rimkus

December 2, 2010: Direct Exam Discussion

Featured: Greg Karpenko and Joe Sokolowski

This session explored direct examination, including strategies, techniques, organization, preparation of the witness, redirect, and common mistakes. A couple video clips of direct examinations from the OJ Simpson trial were shown and discussed.

November 4, 2010: Introducing Exhibits, Impeachment & Refreshing Recollection

Featured: Lora Friedemann and Dave Marshall

This session honed three critical trial skills: admitting exhibits, refreshing recollection, and impeaching with deposition testimony. Participants performed one or more of the below problems with Bay Rosenberg as a witness.

Problem 1: Move the admission of the contract, Exhibit 9
Problem 2: Move the admission of the April 10, 2004 letter from Rosenberg to Judson, Exhibit 45
Problem 3: Move the admission of the April 22, 2004 letter from Judson to Rosenberg, Exhibit 47
Problem 4: You are conducting a direct of Rosenberg. Refresh his recollection after this exchange: “Q. What were the reasons you told Blair Nichols you were leaving Cranbrooke? A. I don’t remember.”
Problem 5: You are cross-examining Rosenberg. Impeach him after he answers as follows: “Q. Cranbrooke knew it was important to increase sales throughout Europe, right? A. Not really. We were content to focus on the United Kingdom.”

October 5, 2010: How to Prepare for Trial

This was the first session for trial associates.

September 8, 2010: Renewable Energy PPAs: Risk Allocation and Litigation Trends

EUCI Webinar

Featured: Teresa Hill, Partner, Stoel Rives LLP; William Holmes, Partner, Stoel Rives LLP; and Jennifer Martin, Partner, Stoel Rives LLP

With three-fifths of the states having renewable portfolio standards (RPS) in place and the prospect of a federal RPS, many utilities are seeking to become first-time purchasers of the output from renewable projects. Utilities with a history of purchasing renewable energy are also seeking more renewable resources. Through various PPA terms, utilities are increasingly seeking to place the risk of RPS non-compliance and other change in law risks on the renewable project developer. These developments can result in PPA terms that are very problematic for project financing.

This webinar identified key PPA terms and explored how parties can negotiate, draft, and equitably allocate the uncertainties surrounding RPS compliance and other change in law risks. Recognizing that disputes may arise under these and other PPA provisions, the webinar discussed the issues that developers and utilities often fight about, such as curtailment. How developers can address these issues in the PPA to avoid similar conflicts was explored.

The webinar provided suggestions for drafting provisions such as dispute resolution and forum selection clauses, including the following:

Identify key PPA terms and explore how parties can negotiate, draft, and equitably allocate the uncertainties surrounding RPS compliance and other change in law risks
Review some of the common disputes that arise between developers and utilities under the terms of the PPA
Explain methods used to proactively address and respond to these common disputes in order to avoid similar conflicts
Discuss potential suggestions for drafting provisions such as dispute resolution and forum selection clauses

July 26, 2010: Chips & Clips: Deposition Video Review

Featured: Jim Mayer, Jeff Post, and Darren Schwiebert

Jim, Jeff, and Darren shared personal experiences and video clips of depositions they’ve been involved in over the last few years. Discussion included: how to prepare, what to expect, what works, what does not work, and much more.

July 15, 2010: Pleadings Standards Post-Iqbal: Litigation Trends

Strafford Teleconference

Featured: Maxwell S. Kennerly, Member, The Beasley Firm, Philadelphia; John Clayton Everett, Partner, Morgan Lewis, Washington, D.C.; and Leo Rydzewski, Partner, Holland & Knight, Washington, D.C.

The Supreme Court’s 2009 Ashcroft v. Iqbal ruling was heralded as an advantage to defendants by making pre-discovery motions to dismiss easier to obtain, particularly where the defendant’s knowledge or intent is a critical element of the case. A year later, the debate continues: has Iqbal really changed the landscape of notice pleading and what has been its impact on early stages of litigation? Since Iqbal was decided, it has been cited in more than 6,000 cases, and a clear body of law is emerging.

One recent development is the circuit split on the applicability of Iqbal to affirmative defenses. And Iqbal may also be impacting state practice as state courts start to weigh the value of the plausibility standard.

An authoritative panel of litigators discussed the impact of Iqbal on pleadings practice, recent litigation trends and developments, and best practices for counsel in dealing with the heightened pleading standards.

April 20, 2010: Working From the Inside Out: Crafting the Winning Trial

Featured: G. Christopher Ritter, Esq. and Andrew M. Spingler, The Focal Point LLC

Good trial lawyers know how to manage an effective–sometimes even artful–litigation process. Great trial lawyers know what it takes to win big: working “from the inside out” and understanding that a variety of persuasion tools are necessary to influence jurors’ individual learning styles. The Focal Point has partnered with the nation’s leading trial attorneys on hundreds of complex, high-profile civil and criminal cases and offers a proven approach to crafting winning arguments by bringing together strategy, psychology, and persuasion theory. The Focal Point demonstrated how to move jurors from neutral finders of fact to advocates for the client in the deliberation room.

This program explained how to:

Craft a winning trial strategy in five steps
Benefit from an understanding of how jurors deliberate and form coalitions
Use Mental Mining to uncover the key themes of your case
Test and refine your story through Feedback Forums
Integrate visual thinking into your trial preparations

April 14, 2010: Avoiding the Accidental Franchise Malpractice Trap

Featured: Stuart Hershman (Moderator), Partner, DLA Piper, Chicago, IL; Barbara A. Bagdon, Partner, Dady & Gardner, P.A., Minneapolis, MN; Cassandra L. Karimi, Assistant Attorney General, Office of the Illinois Attorney General, Springfield, IL and Rochelle B. Spandorf, Partner, Davis Wright Tremaine LLP, Los Angeles, CA

Your client wants to expand their business by issuing licenses or distributorships to independent contractors who will invest their own money and hire their own employees to sell your client’s goods or services. After discussing business objectives with your client, you draft the license or distribution agreement. A year later, the client receives a demand letter from an unhappy licensee or distributor alleging that the licensing or distribution program is really a franchise relationship which they now wish to unwind. The licensee or distributor has also complained to its local consumer protection agency, which has sent your client a demand letter inquiring into the specifics of the relationship. Your client wants you to explain why the licensing or distribution program is not a franchise and seeks advice on how to respond to the unhappy licensee or distributor as well as to the state regulator.

This teleconference and live audio webcast examined the meaning of the “accidental franchise” and the implications to you and your client for creating one. To that end, the panelists discussed:

the definition of a franchise and the federal and state laws applicable to franchising generally;
techniques for structuring relationships outside of the scope of these laws;
arguments made by counsel in attempting to characterize a relationship as a franchise relationship;
the potential liability to the putative franchisor, its officers and the attorneys involved in creating the relationship; and
a state agency’s investigation and handling of a complaint related to the unregistered offer and sale of a franchise.

April 13, 2010: Taking & Defending Effective Depositions

Panel Featured: Dave Bunde, Greg Karpenko, and Jeff Post

Dave, Greg, and Jeff discussed depositions - how to prepare, what works, what does not work, and much more. This was an excellent session for associates to attend.

March 25, 2010: ECF Basics & Best Practices

Featured: Jackie Ellingson, Quality Control Analyst, U.S. District Court, District of Minnesota; Lou Jean Gleason, Divisional Manager, U.S. District Court, District of MN; and Tom Schappa, Civil Supervisor, U.S. District Court, District of MN

Over the past few months, there have been a number of updates and changes made to the court’s ECF system. Many of the changes are critical to successful use of the system. This session explored the following important areas:

ECF Basics: ECF Overview and Support Information; Initiating Cases; Documentation Basics; Demonstration of Electronic Filing; Key Tips and Technical Reminders

ECF Best Practices: Filing Stipulations and Extensive Exhibits; Redaction of Personal Identifiers; Filing Sealed Documents; ECF Transcript Process

Other Details: This presentation is highly encouraged for all litigation attorneys, paralegals, secretaries and floaters. Lunch will be provided. Paralegals and non-exempt support staff, attendance at this program will count as paid time, but cannot be used in the calculation of time and a half. Please mark your time sheets (ECF Training) in the overtime section.

February 10, 2010: Effective Legal Writing As Seen From the Other Side of the Bench

Panel Members: The Honorable Richard H. Kyle, U.S. District Court; The Honorable Arthur J. Boylan, Magistrate Judge, U.S. District Court; Marc Betinsky, law clerk for Judge Kyle; Paul Schulstad, law Clerk for Judge Boylan; and Tim O’Shea, Associate Attorney, Fredrikson & Byron, and former clerk for Judges Boylan and Kyle.

You can’t be a good litigator without writing good briefs. But how do you learn the basic rules for effective brief writing, let alone how to tailor your briefs to a specific court? One simple way is to learn from the judges who will be making decisions based on your briefs. In this panel discussion, two highly respected judges and their clerks shared their candid thoughts on what you need to know about effective legal writing.

January 20, 2010: Attorney-Client Privilege and Work Product Protection

How do recent developments in attorney-client privilege and work product protection affect your practice? Federal Rule of Evidence 502 protects against the inadvertent waiver of privilege and work product protection and limits the costs of pre-production privilege review. The boundaries of the privilege are still evolving as recent decisions affect how this rule, and others, are applied in practice.

This authoritative telephone seminar/audio webcast explored the continuing impact of Rule 502 and the most recent rulings on privilege and work product protection. Led by an expert faculty, including the author of Rule 502, this essential and informative program discussed:

The latest developments under Federal Rule of Evidence 502
Advice of counsel defense and at-issue waiver -- limitations
Experts, privilege, and work product protection under Proposed Amendments to Federal Rules of Civil Procedure 26 (a) and (b)
...And much more!

January 14, 2010: Dreadful Drafting of Indemnities

Featured: John T. Ramsay, Partner, Gowling Lafleur Henderson LLP

This session focused on those tedious, convoluted and critical provisions at the end of an agreement that give the licensee/buyer in a technology transfer transaction the right to recover money paid, withhold money not yet paid, and recover money paid to third parties as a result of the licensor’s or seller’s breach of warranties. Risk allocations may have been made in the warranties but have these risk allocations have not been carried forward into the indemnity clause. The remedies for these breaches, all very distinct in their nature and appropriate cure, are often intermingled into one “serve-all clause” that ultimately “serves-not-at-all”. What constitutes a breach - how material does it or the basket of breaches have to be before there is a recovery, who pays the legal fees for defending a third-party claim if (a) the claim is successful, or (b) the claim is unsuccessful? What right does the buyer have to withhold funds the seller needs to fund the defense? We attempted to break down the powerful and intimidating legalese in these provisions to discern their result, and discussed best practices that can produce appropriate fairness for other parties.

December 10, 2009: Dreadful Drafting of Improvements in Collaborations

Featured: John T. Ramsay, Partner, Gowling Lafleur Henderson LLP

This session focused on a highly emotional issue - who owns what results/byproducts of a collaboration. Emotional because we don’t want to be taken advantage of; emotional because the value of the future contributions of each party is unknown and unknowable. Add in the vagueness of the law, the inconsistencies in the laws between country and country, and the apparent ease of agreeing on joint ownership so the parties can bring the negotiations to closure, and you have difficulty in negotiating and producing meaningful results. This session discussed the issues and possible resolutions where there are no well-developed generally accepted best practices.

November 20, 2009: ECF Basics & Best Practices

Featured: Sue Lange, IS Training & Support Specialist, and Jackie Ellingson, Quality Control Analyst, U.S. District Court, District of Minnesota

Over the past few months, there have been a number of updates and changes made to the court’s ECF system. Many of the changes are critical to successful use of the system. Sue and Jackie presented two back to back sessions on the following important areas:

ECF Basics: ECF Overview and Support Information; Initiating Cases; Documentation Basics; Demonstration of Electronic Filing; Key Tips & Technical Reminders
ECF Best Practices: Filing Stipulations and Extensive Exhibits; Redaction of Personal Identifiers; Filing Sealed Documents; ECF Transcript Process

November 12, 2009: Dreadful Drafting of Intellectual Property Warranties

Licensing Executives Society Webinar

Featured: John T. Ramsay, Partner, Gowling Lafleur Henderson LLP

This session analyzed the business and legal aspects of warranties that are to be provided in a complex license or a merger/acquisition agreement that relate to intellectual property: ownership, right to use, exclusivity, validity of patents, secrecy of trade secrets, enforceability of rights, infringement by transferor on other parties rights, and infringement of transferor’s rights by other parties. We examined some of the complex legal/business issues, the difficulty of isolating the issues for negotiation purposes and the difficulty of reaching a fair risk allocation.

October 21, 2009: Emerging Financing Strategy: Using IP Assets as Collateral

Featured: Scott Lebson, Partner, Ladas Parry; Christopher, G. Dorman, Partner, Phillips Lytle; and Ron Ben-Yehuda, Partner, Gibson Dunn & Cruthcher

Asset based lending with IP collateral may be ideal for a distressed business whose IP collateral is more certain than its financial performance or cash-generating capabilities. In the bankruptcy setting, this could very well be the company’s only vehicle for debtor-in-possession financing. From the lender’s perspective, IP assets have become a more substantial portion of a company’s total assets. In the current economic environment where balance sheets of many businesses are thin, IP is an essential piece of the collateral pool available to borrowers and lenders.

There are unique risks to lending against IP that lenders must take steps to mitigate. For example, there are special rules governing the perfection of security interests in IP assets due to the overlap between UCC Article 9 and federal law governing IP assets like patents.

An authoritative panel of attorneys discussed the key factors for businesses to consider in obtaining IP asset-based financing and what borrowers and lenders must do to mitigate risks and protect their interest in the event of default.

October 8, 2009: IP Licensing: How to Avoid the Ten Most Frequently Litigated Provisions

Featured: Paul C. Jorgensen, Jorgensen Law Firm, Washington, D.C.; Rachel Dickerson, D.C. Creates, Public Arts Manager, D.C. Commission on the Arts & Humanities, Washington D.C.; and Eric H. Imperial, Law Offices of Eric H. Imperial, Washington, D.C.

In both difficult and prosperous economic times, intellectual property owners often look to IP licensing to derive greater profits from their intellectual properties. Attorneys drafting and negotiating these licenses, however, often make serious mistakes and presumptions that can erase those profits or even cost their clients time and money in litigation. Attorneys need to know the most common problem IP license provisions, why they spawn litigation, and how to avoid them. Chaired by Paul C. Jorgensen of the Jorgensen Law Firm in Washington, D.C., this one-hour audio-only presentation provided the perspectives of an experienced license attorney, a licensing professional and a litigator to provide practical advice on actual disputes and the drafting and negotiating techniques to avoid them.

If you draft or negotiate intellectual property agreements of any kind and want both an advantage in negotiations and more efficiency when working with legal professionals on licenses, you need to know about the latest license disputes and best practices. Several professionals with experience in drafting and negotiating IP agreements shared their experiences and provided insights into:

Trends in litigation on IP licensing
Actual negotiation and administrative problems that arise from poorly drafted IP licenses
Practical approaches to drafting and negotiating clearer, less ambiguous and more objective IP license provisions

October 6, 2009: Iqbal and Twombly: Meeting the Tough Plausibility Pleading Standards in Commercial Litigation

Featured: John Clayton Everett, Morgan Lewis, Washington, D.C.; Leo Rydzewski, Holland & Knight, Washington, D.C.; and Maxwell S. Kennerly, The Beasley Firm, Philadelphia, PA

The Supreme Court’s Iqbal decision extended the “plausible” pleading standards set forth in Twombly to all civil suits. To meet the standard, a complaint must go beyond reciting the elements of the cause of action, and judges may rule based on judicial experience and common sense. Iqbal has been heralded as an advantage to defendants in commercial litigation by making pre-discovery motions to dismiss easier to obtain, particularly where the defendant’s knowledge or intent is a critical element of the case.

Plaintiff attorneys counter that Iqbal should and will be narrowly construed. But attorneys generally agree that Twombly together with Iqbal have changed the landscape of notice pleading and will continue to have a dramatic impact on early stages of litigation. An authoritative panel of litigators discussed the ramifications of the Twombly and Iqbal decisions on pleadings practice and the early stages of litigation. The panel also provided best practices for counsel in dealing with the heightened pleading standards.

September 23, 2009: Rule 30(b)(6) Corporate Depositions: Effective Defense Strategies

Featured: Michael Lynch, K&L Gates; Lori Pines, Weil Gotshal & Manges; and Ardith Bronson, Weil Gotshal & Manges

Rule 30(b)(6) depositions are a common litigation tool that allows a party to directly question corporate representatives about specific topics related to a pending case. Testimony obtained during the deposition may be used by the discovering party for any purpose and binds the corporation.

Rule 30(b)(6) depositions present complex challenges and serious potential legal pitfalls for a company. Counsel must strategically determine who should represent the corporation at the deposition, how much preparation is adequate, and how to deal with privilege issues.

A panel of experienced business litigators explained how companies, through their general counsel, can minimize risk to the company when responding to a Rule 30(b)(6) deposition notice and in selecting and preparing witnesses for the deposition.

September 9, 2009: Attorney-Client Privilege and Financially Distressed Businesses

Featured: Richard Kapnick, Sidley Austin; Stuart Altman, Hogan & Hartson; and Brenda Sharton, Goodwin Procter

As companies face financial troubles and possible bankruptcy, counsel confront a variety of decisions that raise significant concerns over protection of confidential communications and the attorney-client privilege. Corporate counsel must be aware of gaps in protection where companies risk disclosing information that could later be used against them. If counsel does not proactively consider all privilege issues, the business may be adversely impacted in an investigation or bankruptcy-related proceedings.

Further, institutions that have received government stimulus money are under heightened government scrutiny. To protect confidential communications, companies must proceed with caution as government regulators and investigators demand access and information to which they may or may not be entitled.

Our authoritative panel of attorneys examined the attorney-client privilege in the regulation and investigation of a company’s financial health and within bankruptcy proceedings. The panel discussed steps to mitigate the risk of waiver and to protect confidential communications.

August 20, 2009: Daubert Standards for Expert Witness Testimony

Featured: Clifton T. Hutchinson, Partner, K&L Gates, and Sean P. Wajert, Partner, Dechert

Daubert motions are one of the most critical pre-trial aspects of a case involving expert witness testimony because exclusion of an expert can effectively end a lawsuit. A successful Daubert challenge at a minimum puts a party in a more favorable settlement position. Counsel must thoroughly understand and consider Daubert standards prior to retaining any expert witness and in making strategic and tactical decisions on when and whether to bring a Daubert challenge.

An authoritative panel of experienced litigators discussed the Daubert standards and best practices for offering and defending Daubert motions. The panel reviewed these and other key questions:

How do you effectively challenge the expert witness’ theories and whether they have been adequately tested?
What reasons might counsel decide against filing a Daubert motion?
What is the effect of prior rulings involving the expert witness?

July 23, 2009: What It’s Like To Be A Litigator

Featured: Dave Marshall, Todd Wind, Patrick Mahlberg, and Joe Cassioppi

Dave, Todd, Patrick and Joe provided a look into their varied practices. Discussion included: how and why they chose the field of law they practice in; who are their clients; how they interact with attorneys in other groups throughout the firm; and opportunities for young associates in their group.

July 7, 2009: Chips & Clips: Deposition Video Review

Featured: Jeff Post

Jeff shared personal experiences (and video clips) to present a close-up look at depositions - how to prepare, what to expect, what works, what does not work, and much more.

June 25, 2009: Effective Witness Preparation: Form Versus Substance

Featured: John D. Gilleland, Ph.D., Senior Trial Consultant, Trial Graphix/Kroll Ontrack

How does the traditional attorney witness preparation differ from that provided by a jury consultant? How do jurors perceive witnesses, and why does it matter to the witnesses comfort level and ultimate performance? What are the potential risks associated when working with a witness preparation expert? Can witnesses ever learn to control the flow of their own testimony, and take charge of the interaction with opposing counsel?

In this session, participants learned the latest strategies regarding witness preparation gleaned from years of feedback from both mock and real jurors, and how to use it to evaluate how jurors might be viewing witnesses. John discussed practical techniques to ensure effective and credible communication including, what to consider when preparing witnesses for the stand and methods for improving their comfort level at deposition and at trial.

June 18, 2009: Direct and Cross Exercise for 4th-7th Year Associates

Location: Hennepin County Government Center, Court Room 1655

This exercise was a chance to stretch your examination muscles. Each participant had the chance to perform a direct and cross-examination in federal court. We used a NITA case file: Cranbrooke v. Intellex, an excellent case file for focusing on intellectual property or international law. Cranbrooke Industries PLC is suing Intellex, Inc. on the basis that they violated a contractual agreement that allowed Cranbrooke exclusive distribution rights of Intellex's video gaming products. Intellex is a U.S.-based manufacturer of video game decks and cartridges, while Cranbrooke is a British company also specializing in the making and distribution of video games.

May 22, 2009: Direct and Cross Exercise for 4th-7th Year Associates

Location: Hennepin County Government Center, Court Room 1655

This exercise was a chance for participants to stretch their examination muscles. Each participant had the chance to perform a direct and cross-examination in federal court. A NITA case file was used: Cranbrooke v. Intellex, an excellent case file for focusing on intellectual property or international law. Cranbrooke Industries PLC is suing Intellex, Inc. on the basis that they violated a contractual agreement that allowed Cranbrooke exclusive distribution rights of Intellex’s video gaming products. Intellex is a U.S.-based manufacturer of video game decks and cartridges, while Cranbrooke is a British company also specializing in the making and distribution of video games. The examination took place in front of a mock jury.

March 13, 2009: Voir Dire & Jury Selection Workshop

Featured: Marygrace Schaeffer, Director, DecisionQuest. DecisionQuest is the most experienced trial-consulting firm in the country having consulted on thousands of cases all over the United States. They are experts in jury research, strategy and theme development, witness evaluation and preparation, demonstrative exhibits, jury profiling and selection, and courtroom technology.

Jurors enter the courtroom with a variety of pre-existing attitudes and life experiences from which they will judge your case. Understanding these predispositions, how jurors process information, and how group dynamics impact jury decision making, are key to reaching a jury verdict in your favor.

In this interactive CLE presentation, we explored effective voir dire techniques for maximizing information collection about prospective jurors. We also looked at current juror trends and attitudes about issues germane to your case, examined how juror age, race, gender and venue affects the jury selection process, as well as looked at how the current economic situation impacts juror attitudes.

Participants were encouraged to share favorite voir dire questioning and strategies for group discussion and also to submit specific questions about the voir dire and jury selection process ahead of time.

March 5, 2009: Direct and Cross Exercise for 4th-7th Year Associates

This exercise was a chance to stretch examination muscles. Each participant performed a direct and cross-examination in federal court using a NITA case file: Cranbrooke v. Intellex, an excellent case file for focusing on intellectual property or international law. Cranbrooke Industries PLC is suing Intellex, Inc. on the basis that they violated a contractual agreement that allowed Cranbrooke exclusive distribution rights of Intellex’s video gaming products. Intellex is a U.S.-based manufacturer of video game decks and cartridges, while Cranbrooke is a British company also specializing in the making and distribution of video games.

February 25, 2009: Effective Legal Writing As Seen From The Other Side of The Bench

Featured: Minnesota Court of Appeals Judge Matthew E. Johnson; Minnesota Court of Appeals Judge Kevin Ross; Peggy Kline Kirkpatrick, Law Clerk

Moderated By: Jeffrey Post, Shareholder, Fredrikson & Byron

How do you make the transition from being a good writer to being an effective brief writer? What is the difference between a great and a good brief? In this panel discussion, two judges from the Minnesota Court of Appeals and two of their clerks shared candid thoughts on what you need to know about effective legal writing.

January 27, 2009: Handling Discovery-Part II

Featured: Crystal Patterson and Jamal Faleel

The third session in Fredrikson & Byron’s basic skills training for newer litigation associates is Part II of Handling Discovery. In this program, Crystal and Jamal covered: preparing & responding to interrogatories, document requests and requests for admission.

December 5, 2008: Handling Discovery - Part I

Featured: Jim Mayer and Jeff Post

The second session in Fredrikson & Byron’s basic skills training for newer litigation associates is a two-part program on Handling Discovery. In Part one, Jim Mayer and Jeff Post discussed:

Avoiding spoliation claims
Discovery planning (sequence & managing client documents)
Rule 26 disclosure
Document review
Privileged issues

November 13, 2008: Complaints & Answers-Part II

Featured: Dave Bunde and Todd Wind

Dave and Todd continued the discussion of Complaints & Answers, including:

Evaluating when to file suit (the race to the courthouse, litigation versus business solution).
Jurisdiction and venue (federal versus state court).
A checklist for preparing the complaint (meeting ethical obligations to yourself and the client).
Critical differences between federal and state court complaints.
Can the case be moved?
Checklist for preparing an answer (additional versus affirmative defenses and a whole lot more).
Level of detail in the complaint and answer.
Counterclaims and replies.

October 30, 2008: Complaints & Answers-Part I

Featured: Dave Bunde and Todd Wind

Fredrikson & Byron wants to help newer litigation associates hit the ground running and reinforce the good habits developed by our more seasoned associates. To advance that goal, the firm will be providing basic skills training that focuses on the litigation process. Naturally, the first step is case planning and preparing either a complaint or an answer. This presentation covered:

Evaluating when to file suit (the race to the courthouse, litigation versus business solution).
Jurisdiction and venue (federal versus state court).
A checklist for preparing the complaint (meeting ethical obligations to yourself and the client).
Critical differences between federal and state court complaints.
Can the case be moved?
Checklist for preparing an answer (additional versus affirmative defenses and a whole lot more).
Level of detail in the complaint and answer.
Counterclaims and replies.

August 27, 2008: The Care & Feeding of Expert Witnesses-Part II

Featured: Dave Marshall and Tom Wilhelmy

Part I of the program began covering the following topics; Part II continued:

Whether to retain an expert on a particular issue;
How to properly engage the expert;
How to communicate with the expert;
How to manage the expert;
How to prepare, revise, and refine expert disclosures or reports.

The failure to properly manage an expert witness can lead to a parade of horribles, ranging from the waiver of privilege to the expert’s exclusion.

August 21, 2008: Taming The 900 lb. Gorilla: Strategies for Dealing with Electronic Discovery Preservation & Collection Issues

Featured: Oliver Fuchsberger and T.J. Ryan, Fredrikson & Byron Litigation Support

Everyone is by now aware of the electronic discovery essentials:

Companies now retain a good portion of their files and information in electronic format;
The volume of electronic information that exists is staggering;
That when faced with litigation this electronic information must be preserved (whatever that means) ;
That some unfortunate companies and their counsel have been hit with sanctions for mis-stepping on an e-discovery landmine;
And that things were sure a lot simpler in the paper world.

While there is no such thing as a one size fits all solution for dealing with electronic discovery issues, there are best practices and rules of thumb that can be applied. This session took a look at preservation and collection requirements and standards, presented options for meeting those requirements, and then took a couple of hypothetical cases through a preservation/collection checklist. The goal for the session was to come up with a preservation/collection plan that is cost-efficient and would keep our hypothetical clients out of the spoliation hot water. In order to meet the session goal, audience participation was required.

July 30, 2008: Data Analysis for Attorneys

Featured: Michael Mumford and Bob Makowski - Luminescent, Inc. Michael Mumford, the founder of Luminescent Inc., is a CPA and Certified Fraud Examiner. He has practices extensively in the areas of forensic accounting, data analytics financial investigations, and financial integrity risk solutions for the past 21 years. Previously, he led the forensic and investigative services practice at Deloitte in Minneapolis and prior to that he spent 5 years as the Canadian leader for the business fraud risk services practice of another Big 5 firm. Bob Makowski, a Principal with Luminescent, is a nationally recognized leader in the field of data analytics. For the last 18 years, he has provided invaluable services assisting companies across the country in complex investigations as well as designing and implementing advanced analytic routines to ferret out fraud and non-compliance.

Whether an internal investigation, due diligence, compliance audit, commercial dispute or litigation, it has become common that critical information resides within the financial and operational databases in the computer systems of the companies involved. But it is not always clear how the data can help, what data to obtain, how to obtain it, and then how to analyze it and present it. This presentation helped participants gain a better understanding of the process, tools, and methods that can be used to gather and analyze.

July 29, 2008: Motion Practice Interactive Exercise for New Associates and Summer Associates

Location: U.S. Federal Court House, 300 South Fourth Street, Judge Noel’s Courtroom, 9W

This exercise allowed newer associates to gain experience arguing motions in a formal setting. Litigation shareholders provided feedback on participant’s arguments. Attendance was strongly encouraged for Summer associates and associates in their first through third years.

July 17, 2008: Effective Advocacy & Tips From the Bench

Featured: Retired Hennepin County District Judge Allen Oleisky

Judge Oleisky recently retired from Hennepin County Courts after sitting on the bench for a record 36 years! He retired with the respect of both prosecutors and defense attorneys but without the cynicism that can come from years of complicated civil cases, nasty criminals and abused children. He shared his insights and offered tips for success in the courtroom.

June 26, 2008: The Care and Feeding of Expert Witnesses

Featured: David Marshall and Tom Wilhelmy

Success in resolving a case may hinge on your expert witness. The purpose of this program is to get the perspective of two seasoned trial lawyers regarding pre-trial issues associated with expert witnesses. The program covered the following:

Whether to retain an expert on a particular issue;
How to properly engage the expert;
How to communicate with the expert;
How to manage the expert;
How to prepare, revise, and refine expert disclosures or reports.
The failure to properly manage an expert witness can lead to a parade of horribles, ranging from the waiver of privilege to the expert’s exclusion. Associates are strongly encouraged to attend this session.

June 4, 2008: Chips & Clips: Deposition Video Review

Featured: Jeffrey Post, Jim Mayer, and Darren Schwiebert

Jim, Jeff, and Darren shared personal experiences (and video clips) to present a close-up look at depositions - how to prepare, what to expect, what works, what does not work, and much more.

April 16, 2008: The Winning Brief

Featured: Bryan Garner. Mr. Garner teaches and publishes extensively on legal writing and drafting. He has written two classic books on the subject - The Elements of Legal Style and A Dictionary of Modern Legal Usage and serves as editor in chief of Black’s Law Dictionary. Garner clerked for Judge Thomas M. Reavley of the U.S. Court of Appeals for the Fifth Circuit. He has practiced law in a major firm and has taught both at the University of Texas School of Law and at Southern Methodist University School of Law, where he’s a distinguished adjunct professor. Garner has served as the drafting consultant to the U.S. Judicial Conference’s Standing Committee on Rules of Practice and Procedure. In addition, he has helped revise procedural rules for courts in several states.

This seminar specifically for litigators comprised 100 tips, each illustrated with good and bad examples from motions and briefs filed in courts throughout the country. Both the class and its 516-page course book (now in its second edition and published by Oxford University Press) are full of pointers that even the most accomplished brief-writers have found useful. Participants learned how to:

plan briefing projects for maximum efficiency - whatever time constraints;
capture a judge’s imagination with the first few words;
avoid the mind-numbing conventions that make so many briefs boring;
meet page limits with greater ease;
counteract the exaggerated style of Rambo opponents; and
persuade judicial readers more reliably.

March 5, 2008: Juror Attitudes & Trends

Featured: Marygrace Schaeffer, Director, Decisionquest. DecisionQuest is the most experienced trial-consulting firm in the county having consulted on thousands of cases all over the United States. They are experts in jury research, strategy and theme development, witness evaluation and preparation, demonstrative exhibits, jury profiling and selection, and courtroom technology.

Marygrace presented a fascinating and informative seminar on what drives juror decision making, juror decision stages, how jurors process cases and the keys to jury persuasion.

March 4, 2008: BNA Legal Solutions: Overview for Employment & Labor Professionals

Featured: Michele Alwin, J.D., BNA Legal Solutions Consultant

BNA’s Labor & Employment Library on the Web is a complete resource for labor and employment law professionals that provides cases, primary source materials, guidance and explanation, and news in all major areas of the field: fair employment practices, individual employment rights, disability bias, wages and hours, labor-management relations, collective bargaining, and labor arbitration. Michele shared information and provided a demo of the BNA site including:

Decisions: Reports court decisions, as well as NLRB decisions and arbitration decisions. All of the decisional sections have separate and unique classification outlines and all decisions are precisely headnoted by BNA’s experienced lawyer editors.
Analysis: Provides editorial explanations, with complete citations, of labor and employment law categorized by subject area.
Laws: Regulations, Agency Documents: Provides text and summaries of federal and state material grouped by subject area.
News: Regularly updated reports on developments in labor and employment law, disabilities law, collective bargaining, and wage settlements Practice Tools: Practical aids for the labor or employment attorney, such as checklists, forms, and a model HR Handbook.

February 19, 2008: Chips & Clips: Deposition Video Review

Featured: Jeff Post

Jeff shared personal experiences (and video clips) and presented a close-up look at depositions - how to prepare, what to expect, what works, what doesn’t work and much more.

February 12, 2008: Effective Legal Writing As Seen By Those Who Matter: Judges

January 28, 2008: Effective Mediations

Featured: Thomas Fraser and John Borg

Mediation has become the most common way cases are resolved. Accordingly, superior mediation skills are a prerequisite for effectively representing clients. Tom and John, two experienced mediators, shared tips on key issues including: selecting a mediator, pre-mediation submissions, breaking a stalemate, and, how to advance settlement after the mediation ends in an impasse.

January 22, 2008: Handling Discovery-Part II

Featured: Crystal Patterson and Dave Marshall

Fredrikson & Byron’s basic skills training for newer litigation associates continued with Part II of Handling Discovery. In this program, Crystal Patterson & Dave Marshall covered: preparing and responding to interrogatories, document requests and requests for admission.

December 3, 2007: Several Perspectives on the Hennepin County District Court Decision-Making Process

Panel Featured: Hennepin County Judges, Law Clerks and Administrative Staff

A team of representatives from the Hennepin County District Court gave insight into many of the hard-to-learn areas of state court civil practice. Judges Gary Larson, Jay Quam and Lloyd Zimmerman answered questions, and gave their insights into effective practices for successful civil litigation. Peter Carlson and Leah Klimoski--law clerks to Judges Larson and Quam--explained the importance of interacting with judicial staff, and how to do it effectively. Finally, Patti Botes shared her expertise in the many administrative areas associated with civil litigation, such as what you need to do when you need to get a judge to hear an emergency TRO.

November 28, 2007: Handling Discovery - Part I

Featured: Jeff Post, Jim Mayer, and Chad Papenfuss

The second session in Fredrikson & Byron’s basic skills training for newer litigation associates was a two-part program on Handling Discovery. Chad Papenfuss, Jim Mayer, and Jeff Post discussed:

Avoiding spoliation claims
Discovery planning (sequence & managing client documents)
Rule 26 disclosure
Document review
Privileged issues

October 30, 2007: Effective Motion Practice: A Courtroom Exercise

Featured: Judge Jay M. Quam, Hennepin County District Court, Kristen Siegesmund, Legal Aid and Laurie Miller, Fredrikson & Byron P.A.

October 25, 2007: Complaints & Answers - Part II

Featured: Dave Bunde and Laurie Miller

Dave Bunde and Laurie Miller continued their discussion of Complaints & Answers, including:

Evaluating when to file suit (the race to the courthouse, litigation versus business solution).
Jurisdiction and venue (federal versus state court).
A checklist for preparing the complaint (meeting ethical obligations to yourself and the client).
Critical differences between federal and state court complaints.
Can the case be moved?
Checklist for preparing an answer (additional versus affirmative defenses and a whole lot more).
Level of detail in the complaint and answer.
Counterclaims and replies.

October 10, 2007: Complaints & Answers

Featured: Laurie Miller

Laurie discussed Complaints and Answers.

September 25, 2007: Arbitration: A Panel Presentation

Featured: Steve Quam, Leo Stern and Retired Judge Robert Schiefelbein

This session focused on effective advocacy in an arbitration setting. It examined how case presentation in arbitration differs from presenting a case to the jury. The panel offered perspectives of both the advocate and the arbitrator.

August 14, 2007: Trial Tips & Techniques

Featured: Marygrace Schaeffer & Paul Jepsen, DecisionQuest. DecisionQuest is the most experienced trial-consulting firm in the country having consulted on thousands of cases all over the United States. They are experts in jury research, strategy and theme development, witness evaluation and preparation, demonstrative exhibits, jury profiling and selection, and courtroom technology. Marygrace and Paul direct the Minneapolis office and have a combined 31 years of experience as trial consultants.

Paul and Marygrace presented an interesting seminar, based on recent findings, as well as some of the key lessons they have learned over the years when preparing for and succeeding in trial. The program covered several issues: jury selection, witness evaluation and preparation, opening statement and closing argument.

July 24, 2007: FredU Goes to Court: Direct & Cross Demo

Featured: Judge Jay M. Quam and F&B Senior Litigators

This was a chance to watch a team of F&B’s finest in action with Judge Quam presiding. A question and answer session followed the demonstration.

June 11, 2007: Hennepin County Judge’s Roundtable Discussion

Featured: Hennepin County District Court Judge Francis J. Connolly; Hennepin County District Court Judge Jay M. Quam; Hennepin County District Court Judge; Denise D. Reilly; and Hennepin County Assistant Chief Judge James T. Swenson

A great deal of the litigation we do is in Hennepin County, with the policies and practices of the various courts constantly in flux. This session presented an ideal opportunity for litigators and nonlitigators alike to gain a better understanding of the current initiatives that Hennepin County is undertaking. It also provided the rare chance to ask several judges questions about, and gain insight into, how things really work in the courtroom and in chambers.

May 8, 2007: The Attorney-Client Privilege in the Corporate Context

Featured: Federal Magistrate Judge Art Boylan; Joan Humes, Deputy General Counsel, Ovations, a United Health Group Company; and John Lundquist, Shareholder, Fredrikson & Byron

A sequel to last year’s popular Fred U Privileges session, this course focused on the application of the attorney-client privilege in the corporate context , where privilege issues are often particularly challenging and where counsel frequently is required to make snap judgments.

In this session, United States Magistrate Judge Arthur Boylan, Joan Humes, and our own John Lundquist, shared their insight into:

The scope of the attorney-client privilege and its applications to in-house counsel;
The use/abuse of the privilege;
How a court may approach the task of analyzing privilege claims;
Privilege in the internal investigation and the “McNulty Memorandum”;
What you can do to increase the likelihood that sensitive documents and information can legitimately be protected by a privilege.

May 5, 2007: Deposition Simulation Exercises

The Deposition Simulation Exercise focused on case #3 Big River Consulting Company v. Jamie Anderson, found on page 361 in Successful First Depositions, Second Edition, by Bradley G. Clary, Sharon Reich Paulsen and Michael J. Vanselow. For purposes of the exercise, attendees were split into two groups; one group represented the plaintiffs and the other group represented the defendants. Plaintiff’s counsel deposed Aaron Williams. Defendant’s counsel defended Mr. Williams’ deposition. Plaintiff’s counsel had 45 minutes to depose Mr. Williams. After the deposition of Mr. Williams was finished, defense counsel deposed Jamie Anderson. Again, this deposition length was 45 minutes. Plaintiff’s counsel defended the deposition. An actual court reporter produced a transcript, and a senior litigator reviewed the transcript with each associate.

May 5, 2007: Deposition Simulation Exercises

May 3, 2007: Roundtable Discussion: Preparing Witnesses for Deposition

Featured: Jeff Post

Jeff offered a presentation and discussion that included videos of deposition scenarios and a checklist on witness presentation.

April 30, 2007: Winning Before Trial

Featured: Dominic J. Gianna, Esq. Mr. Gianna is a founding partner in the law firm of Middleberg, Riddle & Gianna, with offices in New Orleans and Dallas. He is a Fellow of the International Society of Barristers, has worked on both sides of the bench and represented clients from both sides of the courtroom. He is an award-winning member of NITA’s national faculty, a principal faculty member of The Professional Education Group, and is the Founder and Director of the Gulf Coast Regional Advocacy and Deposition Training Programs.

Winning trials follow winning depositions. In this action-packed program, participants gained new insights and strategies in the art and science of taking and defending depositions. Mr. Gianna drew on his years of experience as a litigator and an instructor to craft a program that was practical, useful, entertaining and uniquely memorable.

April 30, 2007: Jury Selection

Mr. Gianna drew on his years of experience as a litigator to give an overview on jury selection.

March 8, 2007: Litigation Landmines That Lead To Corporate Catastrophes

Featured: David Marshall and Todd Wind

Dave and Todd focused on a variety of issues including:

The pros and cons of arbitration clauses
Stock sales-when the smoke clears, who holds the attorney/client privilege regarding the seller?
What law should apply to the transaction? Pros and cons of Delaware law.

February 12, 2007: Effective Legal Writing As Seen By Those Who Matter: Judges

Panel Members: Minnesota Supreme Court Justice Paul H. Anderson, Chief United States District Court Judge James M. Rosenbaum, and Hennepin County District Court Judge Tanya M. Bransford.

Moderated By: Tom Fraser

January 11, 2007: TRO’s & Injunctions

Featured: Joe Sokolowski, Darren Schwiebert, and Hennepin County Judges to be named

Joe and Darren shared their thoughts and insights on TRO’s and Injunctions.

December 5, 2006: Getting Ready for Trial

Featured: Tom Fraser, Dave Marshall and Dave Meyer

Tom Fraser, Dave Marshall and Dave Meyer presented a look into the process of preparing for trial. This was an excellent program for new associates and a great refresher course for all attorneys and paralegals.

November 1, 2006: Handling Discovery-Part II

Featured: Dave Marshall, Crystal Patterson, and Mark Vyvyan

The third session in Fredrikson & Byron’s basic skills training for newer litigation associates is Part II of Handling Discovery. In this program, Crystal, Dave, and Mark covered preparing and responding to interrogatories, document requests, and requests for admission.

October 12, 2006: Handling Discovery - Part I

Featured: Chad Papenfuss, Mollie Smith, and Todd Wind

This second session in Fredrikson & Byron’s basic skills training for newer litigation associates was a two-part program on Handling Discovery. Chad Papenfuss, Molly Smith and Todd Wind discussed:

Avoiding spoliation claims
Discovery planning (sequence & managing client documents)
Rule 26 disclosure
Document review
Privileged issues

September 28, 2006: Complaints & Answers

Featured: Dave Bunde and Laurie Miller

Dave Bunde and Laurie Miller led a discussion regarding Complaints & Answers, including:

Evaluating when to file suit (the race to the courthouse, litigation versus business solution).
Jurisdiction and venue (federal versus state court).
A checklist for preparing the complaint (meeting ethical obligations to yourself and the client).
Critical differences between federal and state court complaints.
Can the case be moved?
Checklist for preparing an answer (additional versus affirmative defenses and a whole lot more).
Level of detail in the complaint and answer.
Counterclaims and replies.

September 26, 2006: The (Un)Intentional Franchise

Featured: Tom Archbold, Emily Duke, and David Weber

Tom Archbold, Emily Duke and David Weber presided over an hour-long presentation on an array of franchise topics including:

What is a franchise? Learn how many business models fall within the definition of a franchise.
What’s an unintentional franchise?
How can I avoid classification as a franchise? Learn about common exceptions to franchise regulations.
What about franchising abroad? Learn about basic issues in international franchising

July 21, 2006: Summer Associate/Associate Litigation Skills Exercise in Federal Court

There is no substitute for learning how to present yourself in federal court than by doing it. In this session, summer associates and associates developed their courtroom skills by handling a mock examination in federal court. At the same time, participants learned to use the impressive courtroom technology to enhance the effectiveness of the presentation. Following the presentations, participants received feedback from experienced litigators.

June 29, 2006: Evidence, Objections, and Witness Examination

Featured: The Honorable Sanford M. Brook, former Chief Judge of the Indiana Court of Appeals

There are few aspects of trial practice more difficult than recognizing when, and how, to object. This day-long seminar taught the range of skills necessary to recognize potentially objectionable evidence, craft your witness examination around the issue, state with confidence the grounds for exclusion or admissibility, and help you feel comfortable applying the Rules of Evidence in the courtroom or in a deposition.

June 26, 2006: What You Need to Know When the Law Knocks On Your Client’s Door

Featured: John Lundquist, Richard Kyle, and Dulce Foster

It is a client’s worst nightmare, but one that is happening with increasing frequency: Law enforcement authorities unexpectedly knock on the door with a search warrant or a request to interview someone. Because you are the person that the client is most likely to call first, and because time is critical, you need to know what to do when that nightmare situation unfolds. In this session, accomplished white collar criminal defense lawyers John Lundquist, Richard Kyle, and Dulce Foster explained what you need to know, do, and advise when your client receives a visit from law enforcement personnel.

June 22, 2006: Law & Literature: Ethics and Elimination of Bias

Featured: The Honorable Timothy Baland

In this interesting and thought-provoking session, attendees discussed legal, ethical, and controversial aspects of short stories. The discussion, led by the Honorable Timothy Baland, provided participants with an enhanced understanding and appreciation of their responsibilities as attorneys when it comes to such things as racial fairness and sensitivity, ethical responsibilities, speech, advice, and behavior.

June 13, 2006: An Inside Look At Guantanamo Bay

Featured: John Lundquist, Jim Dorsey, and Nicole Moen

The legal and political issues that surround the United States’ detention facility in Guantanamo Bay are unprecedented and highly controversial. In this session, participants had the unique opportunity to learn about many aspects of the facility as seen through the eyes of three lawyers who have been there. Jim Dorsey, John Lundquist, and Nicole Moen, who represent one of the facility’s detainees: 1) told the story of our detainee client (how, when and why he went from Algeria, to France, to Canada, to Afghanistan and finally to Cuba, though the story circles back to Canada again); and 2) explained the avenues of his possible release ((a) habeas corpus petition, (b) internal GITMO procedures, and (c) diplomacy).

In so doing, Jim, John, and Nicole gave insights and perspective into both: 1) the international jihadist movement of radical fundamentalist Islamists, and 2) the tools that the United States is using (e.g., the recent legislation that protects detainees from torture yet strips the courts of habeas corpus jurisdiction) to fight that movement.

The session provided fascinating insight into one of the most controversial issues of our time.

May 2, 2006: What You (and Your Clients) Need to Know About Arbitrations

Featured: Tom Fraser and John Borg. John Borg is a retired Hennepin County Judge who is called on to arbitrate many difficult and important cases, and Tom Fraser is on everyone’s short list of outstanding arbitrators because of his proven ability to arbitrate cases fairly, effectively, and efficiently.

Unless legal costs go down, there will be an increasing need for alternative ways to resolve disputes, with arbitration often seen as a panacea for the ills of the traditional civil litigation process. Most litigators (and many corporate lawyers who have helped navigate their clients through an arbitration) agree that arbitration, if done right, is an excellent way to resolve disputes outside the federal or state courthouse. Those same lawyers, however, will usually be the first to tell you that there are pitfalls that can make arbitration your--and your client’s--worst nightmare.

This session followed up last year’s very popular presentation about Arbitration Basics, and featured the same effective and entertaining presenters, John Borg and Tom Fraser. The session expanded on some of the important areas that were briefly addressed last session, and taught litigators, nonlitigators, and clients more about what they need to know about arbitration, including: practical considerations that must be considered when drafting an arbitration agreement (such as whether to allow discovery, attorneys’ fees provisions, where to set the hearing, whether the AAA should administer the case, whether to request a reasoned decision, and the like); what you need to know about preparing yourself and your client for arbitration; effectively presenting the case to the arbitrator; considerations involved in appealing and arbitration decision; and other important aspects of arbitration.

April 26, 2006: Motion Practice Skills Exercise

In this exercise, litigators honed their oral argument skills by presenting an argument to a real Hennepin County District Court judge, and then received feedback from the judge and from seasoned litigators.

April 20, 2006: Motion Practice Skills Exercise

April 11, 2006: What You Can Learn From The Lessons Learned By The Practice Quality Committee

Featured: John Lundquist, Bert Greener, and Todd Wind

If you don’t make your clients happy, you at least need to make sure they are not unhappy. In this session, John and Bert talked about the lessons they have learned by dealing with client complaints as part of the Practice Quality Committee, and Todd Wind (recent Chair of the Hennepin County Bar Association Ethics Committee) shared his experiences in investigating complaints against lawyers. John, Bert, and Todd discussed the most common reasons client make complaints, and shared their tips on what to do to avoid client complaints (and the lawsuits that sometimes arise from them).

March 30, 2006: Effective Legal Writing As Seen by Those Who Matter: Judges

Panel Members: Minnesota Supreme Court Justice Paul H. Anderson, United States District Court Judge John R. Tunheim, and Hennepin County District Court Judge Isabel Gomez
Moderated By: Tom Fraser, Chair of Fredrikson & Byron’s Litigation Department

April 10, 2006 article, “Legal Writing Advice from the Experts.”

March 11, 2006: Trial Objections

One of the most difficult skills a litigator must master is knowing when, and how, to object. In this interactive session, you learned how to spot opportunities for objecting, assessed whether to make an objection, and effectively made an objection.

March 7, 2006: Effective Oral Arguments: Watch Great Lawyers Argue a Motion, and Hear a Real Judge’s Thoughts on Effective Oral Advocacy

Featured: Dave Bunde, senior litigation partner at Fredrikson & Byron; Mark Wisser, litigator from Anthony, Ostland and Baer; and Hennepin County District Court Judge Peter Albrecht

The most common courtroom appearance for most litigators is to argue a motion. But it is rare to watch good lawyers argue, and even rarer to hear a judge’s thoughts on good, and bad, oral advocacy. In this collaborative session, two excellent litigators--Dave Bunde from Fredrikson & Byron, and Mark Wisser from Anthony, Ostland and Baer--argued a motion in front of Hennepin County District Court Judge Peter Albrecht. Following the argument, Dave, Mark, and Judge Albrecht discussed how to effectively prepare for, and present, an argument on a motion. Though this session is directed at litigators, it is a valuable, and entertaining, opportunity for corporate lawyers to become better able to discuss litigation issues with clients.

March 2, 2006: Law and Literature: An Easy, and Interesting, Way to Satisfy Your Ethics and Elimination of Bias Credit Requirements

Featured: The Honorable Timothy Baland

In this interesting and thought-provoking session, attendees discussed legal, ethical, and controversial aspects of short stories. The discussion, led by the Honorable Timothy Baland, provided participants with an enhanced understanding and appreciation of their responsibilities as attorneys when it comes to such things as racial fairness and sensitivity, ethical responsibilities, speech, advice, and behavior.

February 14, 2006: What You (And Your Clients) Need To Know About Privileges

Featured: United States Federal Magistrate Judge Franklin L. Noel, John Lundquist, and Mollie Smith.

Two of the most embarrassing (and potentially damaging) things that can happen when information must be produced (whether as part of litigation, a regulatory proceeding or investigation) are 1) you produce sensitive information that could have been protected by a privilege; or 2) you are threatened with sanctions for indiscriminately withholding information based on unsupportable claims of privilege.

In this session, United States Magistrate Judge Franklin L. Noel, and our own John Lundquist and Mollie Smith helped you avoid those problems by sharing their insight into:

The scope of the various privileges;
The use/abuse of those privileges;
How a federal magistrate judge approaches the task of analyzing privilege claims;
Practical issues that surround the preservation of privileges; and
What you can do to increase the likelihood that sensitive documents and information can legitimately be protected by a privilege.

Though this session had a litigation orientation, it was valuable for all lawyers (outside counsel and in-house) who need to understand the risks associated with attempting to preserve privileges, and who want to make sure that their communications with their client receive the maximum protections that the various privileges have to offer.

February 7, 2006: Motion Practice Demonstration

One of the basic skills that all litigators must master is how to present a motion in court. In this session, seasoned litigators argued a motion before a Hennepin County District Court judge. After the argument, the litigators and the judge discussed how to maximize your effectiveness when making motions.

January 3, 2006: Computer Forensics: What You Don’t Know Can Hurt You (And Your Clients)

Featured: Mark Lanterman

Computers have dramatically changed the way clients do business and how cases are litigated. In this session, Mark Lanterman--one of the area’s best-known experts in computer forensics--discussed what the pervasive use of computers means to your clients and your law practice. Mark covered such topics as: an overview of the benefits of, and the burdens imposed by, electronic discovery; how information can be recovered from computers even though it has been “deleted”; how to discover, produce, and manage electronic documents, including emails; and will discuss options for presenting electronic information. To show that his work has practical application, Mark gave examples of how diligent use of computer forensics has meant the difference between winning and losing cases. Fredrikson’s Technology whiz Chad Papenfuss was on hand to talk about what he can do in-house to help you through the challenges presented by today’s technology.

December 6, 2005: Balance Sheet Hi-Jinks: What You Need to Know When Analyzing a Balance Sheet

Featured: Art Cobb from Cobb & Associates

Even with Enron and SOX, a careful lawyer should cast a skeptical eye toward the opposing company’s balance sheet. In this session, Art Cobb, one of the area’s premier forensic accountants and expert witnesses, walked through a balance sheet and showed the various tricks that are used to provide cover for inappropriate financial activity. This session was directed at litigators reviewing an opposing party’s balance sheet, but the basic lessons from the session was valuable to nonlitigators as well.

November 3, 2005: Advanced Writing for Lawyers

Featured: Gary Kinder, a nationally-recognized expert at suggesting how to improve legal writing.

Gary Kinder--a nationally-acclaimed legal writing instructor--once again presented an all day legal writing seminar entitled “Advanced Writing for Lawyers.” The morning portion of this program was entitled “Power Editing,” with the presentation geared toward litigation and business legal writing. The afternoon session was entitled “Winning with the Ethical Brief.” Don’t be misled by the litigation-oriented title: Even business lawyers found helpful information in the afternoon session.

October 13, October 19, and October 21, 2005: Cross-Examination/Technology Skills Exercise

Cross examination has always been one of the most consequential, and difficult, parts of a trial. Today’s technology allows a trial lawyer to more easily prepare for cross examination and to conduct a cross examination in a far more dramatic, and effective, way. This skills-training series was designed to introduce litigation associates to the basics of cross examination, and to the tools and techniques available to make a cross examination more effective. Sessions given:

October 13, 2005: Introduction to the Art of Blending Technology into Cross Examination

This session was led by Chad Papenfuss and Jeff Post, and focused on the impressive capabilities of the latest technology. Chad and Jeff talked about, and demonstrated, the various tools available. Jeff also spoke on how to use the technology to enhance the effectiveness of a cross examination. The session ended with Jeff conducting a 5-10 minute mock cross examination that integrated the technology.

October 19, 2005: Cross Examination Basics

In this session Tom Fraser and Jeff Post discussed the basics of a good cross examination. Tom and Jeff discussed the components of an effective cross examination, including such things as identifying the best points to cover, how to prepare supporting materials to ensure that the points can be made, what to ask and how to ask it, and what NOT to ask. At the end of the session, Tom conducted a mock cross examination using this technology.

October 21, 2005: Associate Practice Sessions

We had Judge John Tunheim’s courtroom for the entire day, and associates (and whoever else was interested) had one-half hour sessions where the associates conducted mock cross examinations using the technology available in the courtroom. After his/her performance, each associate received feedback from senior trial lawyers. This session provided a great opportunity to see how technology has changed the courtroom (valuable to corporate lawyers who want to intelligently advise their clients about the nature of today’s trial practice).

September 6, 2005: Winning and Losing: How to Prepare Yourself, and Your Client, for Both

Featured: Todd Wind, Dave Marshall, and Richard Kyle

Litigation is all about winning and losing, but the outcome of practically every case is uncertain. Though it is critically important to know the legal strategies and techniques that maximize the chances of a winning, it is also very important to know how to prepare yourself, and your client, for the possibility of losing. In this session Todd, Dave, and Richard shared their thoughts on such key issues as:

When and how to objectively evaluate a case;
When and how to discuss the evaluation of the case with the client;
How to work with the client as you approach trial;
What warning signs to look for;
How to prepare for the emotional roller coaster of trial;
How to deal with the issues that arise after winning the case; and
How to pick up the pieces after losing the case.

August 2, 2005: What You (And Clients) Need To Know About Arbitration

Featured: This session featured two of the best-known local practitioners in arbitration, John Borg and Tom Fraser. John Borg is a retired Hennepin County Judge who is called on to arbitrate many difficult and important cases, and Tom Fraser is on everyone’s short list of outstanding arbitrators because of his proven ability to arbitrate cases fairly, effectively, and efficiently.

Until legal costs go down, there will always be a need for alternative ways to resolve disputes, with arbitration often seen as a panacea for the ills of the traditional civil litigation process. Most litigators (and many corporate lawyers who have helped navigate their clients through an arbitration) agree that arbitration, if done right, is an excellent way to resolve a dispute outside the federal or state courthouse. Those same lawyers, however, will usually be the first to tell you that there are pitfalls that can make arbitration your--and your client’s--worst nightmare.

This session taught litigators, nonlitigators, and clients what they need to know about arbitration, including: different provisions to consider when drafting an arbitration agreement; arbitration basics; preparing the client for arbitration; effectively presenting the case to the arbitrator; and other important aspects of arbitration.

July 14, 2005: From The Outside Looking In: Insights Into Our Legal System From a Judge Who Spent a Year in Bosnia

Featured: Retired Hennepin County District Court Judge Myron S. Greenberg and Alan Cohen from Thompson/West Publishing.

One of the best ways to understand and appreciate our legal system is to see how it compares to another country’s system. This session gave you a chance to learn those lessons and get a CLE credit in the process. Retired Judge Myron Greenberg and Alan Cohen talked about their experiences with the fledgling Bosnian legal system, and shared how their experiences changed their perspective on our legal system. Judge Greenberg also discussed his views on effective advocacy, both within the legal system and through arbitration/mediation.

June 7, 2005: What You (And Your Clients) Need to Know About Mediation

Featured: Tom Fraser, F&B litigator (on the short list of outstanding mediators because of his proven ability to mediate cases fairly), and John Borg, former judge (and prominent mediator who is called on to mediate many of the toughest cases).

Mediation is becoming an increasingly effective way to resolve disputes, and more clients are demanding that their lawyers explore mediation as part of their litigation plan. This session taught litigators, nonlitigators, and clients the things they need to know about mediation, including: mediation basics; preparing the client for mediation; preparing the case for mediation; effectively interacting with the mediator; and other important aspects of the mediation process.

May 3, 2005: Temporary Restraining Orders and Injunctions

Featured: Dave Bunde, F&B litigator, and Bruce Peterson, Hennepin County District Court Judge.

TROs and injunctions involve some of the most intense, high-stakes litigation there is. In this session, Hennepin County District Court Judge Bruce Peterson and Fredrikson & Byron litigator Dave Bunde discussed the unique aspects of TROs/injunctions and how to litigate them most effectively.

April 5, 2005: Getting Work From, and Impressing, In-House Counsel

Featured: Ann Decker, Robin Preble, former F&B litigator and currently Litigation Counsel at Target Corporation, and Tracy Smith, Tax Litigation Counsel at Northwest Airlines

February 1, 2005: What All Attorneys Need To Know About Insurance Coverage

Featured: Laurie Miller and Rick Snyder

One of the most common ways lawyers commit malpractice is by failing to understand, explore, and exhaust all possibilities of insurance coverage. During this session, Laurie Miller and Rick Snyder discussed the many aspects of insurance coverage, ranging from evaluating issues presented when purchasing insurance to effectively making claims for coverage. A representative from the insurance industry also gave us insight into the lesser-known aspects of insurance underwriting and adjustment.

December 8 and 9, 2004: Technology in the Courtroom � Part II

Featured: Larry Lewis

As a follow-up to Part I, attorneys conducted a mock examination using the technology available in the federal courtroom. This was an actual hands-on session held in a federal courtroom.

November 18, 2004: Technology in the Courtroom � Part I

Featured: Larry Lewis of the United States District Court and Chad Papenfuss, IT Litigation Support Manager

Larry and Chad discussed the various types of technology used in the federal courtrooms and demonstrated that technology. This course was a primer for a subsequent skills training session where associates conducted a hands-on demonstration using the technology.

November 16, 2004: Practice in Federal Court: A View From the Bench

Featured: United States District Court Judge Ann Montgomery
Judge Montgomery has been a Federal District Court Judge since 1996. Before that she served as a United States Magistrate Judge and a Hennepin County District Court Judge. Before coming to the bench, Judge Montgomery was an Assistant United States Attorney.

In this session Judge Montgomery--one of the best-respected and highly-regarded members of the Federal judiciary--gave her thoughts on many areas of federal practice, including everything from how the responsibilities are divided between she and her magistrate judge, to how she views various types of cases and disputes, to the use of technology, to effective courtroom practice, and more. Judge Montgomery also gave a tour of her chambers. This session was a great way for new lawyers and more experienced lawyers alike to get to know Judge Montgomery and to gain insight into the workings of the federal judicial system, all in a casual atmosphere.

October 25, 2004: Demystifying the Appellate Process, Part II: How To Prepare For and Handle an Appearance in the Minnesota Supreme Court

Featured: Ed Matthews, Justice Paul Anderson of the Minnesota Supreme Court, and Eric Magnuson

Do you wonder what the Justices and clerks think when they read an appellate brief and see an oral argument? Would you like the inside scoop about practices that irritate and/or impress the Court so you are better prepared the next time you are involved in an appeal? At this special training session, Ed Matthews (a recent Minnesota Supreme Court clerk), Justice Paul Anderson, and Eric Magnuson (one of the top appellate lawyers in the state) discussed their perspectives of effective practice before the Minnesota Supreme Court.

October 5, 2004: Demystifying the Appellate Process, Part I: A Medical Examiner’s Approach to Understanding an Appeal

Featured: Peter Gray, Diane Bratvold, and Paula Vraa (guest presenters from Rider Bennett’s Appellate Group).

The appellate process is replete with mystery, misunderstanding, and a maze of hard-to-follow rules and procedures. In this session, which was the first of a two-part collaboration with the Rider Bennett law firm, Peter Gray, Diane Bratvold, and Paula Vraa lead a discussion that covered the �nuts and bolts� of the appellate process. They also provided a useful perspective of an appeal by comparing the appellate court’s analysis of a case to a medical examiner’s review.

September 7, 2004: Insurance Issues for Litigators

Featured: Laurie Miller and Rick Snyder

One of the first things that every lawyer should think about when first becoming involved in a case is whether insurance may come into play. This program presented the many issues that come up relating to insurance, such as the various types of insurance that address different cases, the basic rules relating to insurance coverage, how to maximize the chance of obtaining some type of coverage, and other related issues.

August 3, 2004: Handling Yourself in Trial: How to Earn the Praise, or Wrath, of the Judge and Jury

Featured: Tom Fraser and Hennepin County District Court Judge Bruce Peterson

Provided insight into the things you can do to impress the judge, the jury, and your client during a trial, as well as things you need to do to avoid alienating them. For nonlitigators, it provided some tips about trial practice that they could use when talking to clients about a litigation matter.

Tom Fraser talked about his approach to preparing for and trying a case, and Judge Peterson gave a judge’s view (shaped by his many years in practice as a federal prosecutor and partner at a major law firm) as to what to do/not to do when preparing for and trying a case.

July 13 and 14, 2004: Cross Examination Skills Exercise

Exercise Leader: Jay Quam

In this exercise, associates had the opportunity to conduct mock cross examinations, with shareholders providing feedback and suggestions.

June 8, 2004: Employment Issues for Litigation Lawyers

Featured: Bob Boisvert and Ingrid Culp

An introduction to a handful of core employment law issues that a litigation lawyer is likely to encounter (or should recognize) in a litigation practice.

May 4, 2004: The Who, What, When, Where, and Hows of Subpoenas

Featured: Jay Quam

In this training session, Jay and other litigation shareholders discussed the many issues involved in the use of subpoenas, such as: When do you need one? How do you get one? What if you need one in a different state or country? How do you enforce it?

April 24, 2004: Deposition Skills and Motion Practice

Featured: Tom Fraser, Jim Dorsey, Darren Schwiebert, Matt Boos, Jay Quam, and Hennepin County District Judges Gary Larson and John Sommerville

This skills training session was a full-day exercise where newer litigation associates spent a half-day presenting arguments to Hennepin County District Court judges, and a half-day practicing taking and defending depositions. Litigation shareholders observed the presentations and provided feedback to the associates.

April 6, 2004: Motion Practice Demonstration

Featured: Dan Maertens, Dave Bunde, and Judge Robert Lynn

Dan and Dave gave mock arguments before Hennepin County District Court Judge Robert Lynn, with the demonstration followed by a discussion of effective preparation for and presentation of an oral argument.

March 16, 2004: Deposition Demonstration

Featured: Todd Wind, Dave Marshall, and Jim Dorsey

Todd, Dave, and Jim performed a mock deposition illustrating many of the situations that arise in a deposition, and provided suggestions on how to deal with those situations.

January 8, 2004: Mediation Advocacy Training

Featured: Jeff Johnson and Jenelle Soderquist

Jeff Johnson and Jenelle Soderquist provided a day-long training session on all aspects of mediation.

December 16, 2003: Conduct in the Courtroom: A View from the Bench

Featured: Judge Peter Albrecht and Judge Gary Larson

Hennepin County District Judges Peter Albrecht and Gary Larson provided their perspectives on all aspects of litigation from scheduling to judicial assignment to trial.

November 26, 2003: Judgments/Collections: The Essentials, Part II

Featured: Clint Cutler and Faye Knowles

Clint and Faye gave a “Nuts and Bolts” presentation on the issue that often matters most to our clients: obtaining and enforcing a judgment.

October 28, 2003: Judgments/Collections: The Essentials, Part I

Featured: Clint Cutler and Faye Knowles

Clint and Faye gave a “Nuts and Bolts” presentation on the issue that often matters most to our clients: obtaining and enforcing a judgment.

October 23, 2003: Legal Writing Workshop

Featured: Gary Kinder

Provided a day-long presentation on effective writing techniques.

October 9, 2003: Expert Witness Part II: Soup to Nuts

Featured: Art Cobb, Cobb & Associates, Ltd., Jim Dorsey, Ann Decker, and Jeff Post

Art, Jim, Ann, and Jeff provided a thorough presentation of the many issues that arise with expert witnesses, including such issues as using and cross-examining them.

Business Development

May 17, 2011: I Worked the Room…. Now What? Strengthening Relationships and Uncovering Opportunities

Featured: Matt Norman is President and Trainer for Dale Carnegie Training Minnesota. As the third generation in his family to work for Dale Carnegie Training, Matt has been recognized four times as one of their Top 10 Sales Managers. He also has been honored as their Top Sales Manager in the world. During his time at Dale Carnegie, Matt has worked on many projects for companies in healthcare, law, manufacturing, IT and professional services. Matt has trained sales leaders all over the world on coaching and developing their salespeople, coached physicians and clinical staff on leadership and teaming skills, helped commercial bankers to sell and differentiate their services and has trained attorneys and engineers with marketing and business development skills. Since graduating from Boston College, Matt has worked as a Consultant for Accenture and as a Product Manager at CCBN.com, during which CCBN.com was named one of the INC 500 Fastest Growing Companies. He also worked as a Director at Thomson Reuters. Matt also serves on the board for Volunteer of America and enjoys spending time with his twin boys.

Jennifer Huber is the Director of Marketing at Dale Carnegie Minnesota, where she manages all public programming, public relations and marketing relationships while acting as a funnel for large project conversion and new business development and marketing opportunities. As a brand advocate and supporter of internal and external clients, Jennifer is a regular speaker for several Minnesota associations and corporations, including women’s groups, emerging leaders and non-profits. Jennifer was hired at Dale Carnegie in 2007 as a Senior Consultant managing the downtown Chicago and downtown Minneapolis territories. She twice won the National Sales Award in both markets. Before joining Dale Carnegie, Jennifer spent nine years in the hospitality industry as a Sales Manager, where she opened a Starwood Hotel on Chicago’s famous Michigan Avenue. That hotel was ranked the top Starwood Hotel of the year during its first year. Jennifer has been an active advocate for the HIV/AIDS awareness community since she was 14, serving as a founding board member of the Chicago House Junior Board from 2005-2009. Currently, she is a board member and Director of Development for TORCH.

Matt Norman and Jennifer Champer Huber provided tools and follow-up techniques to put into place to leverage networking events. During this session, they helped participants:

Develop a Client Profile tool to help clarify who your best prospects and contacts are and what to look for in networking
Create a Time Management follow-up system to better leverage InterAction contact management, outlook, thank you’s and blocked time
Learn the Questioning Model - A process to go deeper and uncover opportunities with new contacts
Learn Value Add vs. Selling tips and techniques

March 2, 2011: Power Speak Workshop

Featured: Shawn Judge, The Speakers Edge. Shawn Judge started The Speaker’s Edge in 1999 to give business professionals communications training that went beyond preparing them to do an isolated presentation or media interview. Helping clients develop a visual, physical and spoken image that establishes instant credibility, in every business situation, is essential to the training. Clients play an active role in defining their goals, giving them ownership of the training process and outcomes. Shawn is currently an adjunct professor at the William Mitchell College of Law and the Minneapolis College of Art and Design (MCAD), a former board member of the National Association of Women Business Owners—Minnesota chapter, and a former member of the Guthrie Theater’s Community Advisory Committee.

Attorneys must master a spectrum of skills to be truly effective. Public speaking is at the core. It’s crucial to comfortably stand in front of a group and express yourself in a credible and compelling manner. Oral presentation skills are critical for interviews, depositions, openings, closings as well as less formal client communications. Ultimately, whether speaking with a client, board of directors, or addressing a filled courtroom, Power Speak can help you communicate more effectively. This workshop focused on the following:

STYLE ASSESSMENT - What messages are you sending with your body language, tone of voice and choice of words? What are your inherent strengths, and what areas need to be developed?
SKILL DEVELOPMENT - Every speaking situation has its particular demands. Understanding what your listeners need from you allows you to tailor the content of your presentation to address those needs. Identifying and directing the intent of your speech allows you to quickly connect with the audience, gain their trust and project authority.
WORKING THE ROOM - Participants learn relaxation and focusing techniques to counter shyness and stage fright. Voice production and breath control exercises build vocal strength and stamina. Mindful use of the dynamics of pitch, pace, volume and pause, as well as emotion, add vitality and impact to all your communications.

January 27, 2011: Strategies for Enhancing Client Relationships

Presented by: Ann Marie Sabath, President, At Ease Inc.

Ann Marie addressed the following topics during this two hour program:

Power Networking: The Art of Making Your “Net” Work for You
The Art of Working a Room During Client Receptions and Other Unstructured Gatherings
Professional Presence: What Does Your Attire Say About You?
The Most Commonly-Asked Questions About Greetings and Introductions
The Art of Entertaining Clients During Business Meals
Seating Etiquette: Where to Sit in Relation to Your Most Important Client
Wine Etiquette
Key Ways for Juggling an Appetizer Plate and Beverage
The Importance of Follow-Up and Follow-Through
And Much More!

January 14, 2011: Build Your Bio in the New Year

Featured: Kelly Griffith; Marketing and Communications Manager, Fredrikson & Byron

Most clients and prospects review online bios before they pick up the phone to call. Since the bio may be their only impression, it’s important that the bio be able to speak for itself. In the first half of this workshop, Kelly Griffith shared the importance of attorney bios and the pertinent information clients expect to see. The second half of the session will be a hands-on review of current bios and feedback on content to incorporate.

December 9, 2010: Leverage Listening Skills to Improve Your Relationships

Featured: Becky Klindt, M.A., Communications Studies; Marketing Operations and Technology Manager, Fredrikson & Byron

Most of your day is spent communicating with others, but many times we fail to effectively listen to and engage with our clients and colleagues during conversations. The communication gap between hearing and listening often leads to miscommunication that can jeopardize the very relationship we need in order to be effective in our careers. In this session, Becky Klindt will identified some common misconceptions about listening, the least studied communication skill, as well as explained how to develop and apply an Active Listening Process. Participants learned how to apply the listening process to a variety of workplace situations and came away with a helpful tip sheet to use in their professional and personal lives.

November 30, 2010: How To Build A Litigation Practice

Panel Featured: Greg Karpenko, Jeff Post, and Lora Friedemann

The elements of building a successful practice vary across practice groups, and are often influenced by the individual attorney’s style, type of practice, and ideal client base. Building a practice in litigation presents unique challenges, especially for newer lawyers. Three Fredrikson & Byron litigators shared their personal experiences and tips for building a litigation practice.

November 9, 2010: Working the Room....Networking Tips Attorneys Can Use

Featured: Matt Norman, President, Dale Carnegie Training. Matt Norman is President and Trainer for Dale Carnegie Training. Matt joined Dale Carnegie in 2004 and has since grown the Dale Carnegie Training Minnesota market revenue by over 60%. As a result, he has been recognized as one of the top 10 Dale Carnegie Training sales leaders in the world. His project history as a trainer includes Valspar, KleinBank, M&I Bank, HDR Engineering, Target, Amano-McGann and Ryan Companies. Prior to joining Dale Carnegie Training, Matt was a Director at Thomson Reuters and a Consultant with Accenture. Matt has a degree in finance and Spanish from Boston College. He volunteers and serves on the boards of organizations including Volunteers of America Minnesota and Minneapolis Rotary. His biggest loves are his faith and his family followed by interests in fitness, waterskiing and cheering on the Minnesota Twins.

As professionals in a competitive market place, we must continue to explore new ways to identify and create mutually beneficial partnerships, promote our firm’s benefits, and increase our overall business connections. Participants learned and practiced the basics and the nuances of networking to increase effectiveness in making connections and developing relationships in an event or social setting.

This program explained how to:

Acquire a tool for having a strategic conversation at an event or internally within the firm
Develop an authentic and impact 30 second introduction
Identify ways to engage and leave a conversation
Learn tips for remembering a person’s name

October 13, 2010: Finding Your Focus: Niche and Industry Marketing for Shareholders

Featured: Ross Fishman, Esq., President of Ross Fishman Marketing. As CEO of Fishman Marketing, Inc., Ross Fishman helps professional services firms with strategic marketing planning; branding, differentiation and positioning; practice group marketing; and the development of cutting-edge websites and collateral materials. Known for his “educational and entertaining” presentation style, he has conducted more than 250 firm retreats and training programs on five continents. Ross was a commercial litigator from 1985-90 before moving to 500-attorney Winston & Strawn to practice marketing full-time. He later became Marketing Partner of Ungaretti & Harris where they launched the profession’s first Written Service Guarantee. Recipient of a peer-selected LMA 1998 Lifetime Achievement Award, Ross was one of four legal marketers selected for induction into the LMA’s inaugural Hall of Fame. A 1986 member of the federal Trial Bar (N.D. Ill), he received a B.A. in Speech Communications, cum laude, from the University of Illinois, and his J.D. from Emory Law School.

Your marketing time is a precious commodity and a scattershot approach leads to frustrating inactivity. A little focus yields a lot of results, and becoming known as a niche or industry specialist is arguably the fastest route to significant client development success. We want you to stand out from the crowd of skilled lawyers competing for business. For attorneys committed to client development, this simple, practical, results-oriented program showed exactly how to do it most efficiently. This entertaining and educational program has repeatedly been referred to as “the best marketing program ever,” by managing and marketing partners across the nation.

October 13, 2010: Finding Your Focus: Niche and Industry Marketing for Associates

Featured: Ross Fishman, Esq., President of Ross Fishman Marketing. As CEO of Fishman Marketing, Inc., Ross Fishman helps professional services firms with strategic marketing planning; branding, differentiation and positioning; practice group marketing; and the development of cutting-edge websites and collateral materials. Known for his “educational and entertaining” presentation style, he has conducted more than 250 firm retreats and training programs on five continents. Ross was a commercial litigator from 1985-90 before moving to 500-attorney Winston & Strawn to practice marketing full-time. He later became Marketing Partner of Ungaretti & Harris where they launched the profession’s first Written Service Guarantee. Recipient of a peer-selected LMA 1998 Lifetime Achievement Award, Ross was one of four legal marketers selected for induction into the LMA’s inaugural Hall of Fame. A 1986 member of the federal Trial Bar (N.D. Ill), he received a B.A. in Speech Communications, cum laude, from the University of Illinois, and his J.D. from Emory Law School.

Your marketing time is a precious commodity and a scattershot approach leads to frustrating inactivity. A laser focus can yield surprisingly fast results. Lawyers are pulled in too many directions to waste their limited marketing time on inefficient efforts. A little focus yields a lot of results, and becoming known as a niche or industry specialist is arguably the fastest route to significant client-development success. We don’t want you buried in the middle, we want you to stand out from the crowd of skilled lawyers competing for business. From the Bug Lawyers to the Beer Lawyer, for attorneys committed to client development, this simple, practical, results-oriented program showed exactly how to do it most efficiently. This entertaining and educational program has repeatedly been referred to as “the best marketing program ever,” by managing and marketing partners across the nation.

October 13, 2010: Finding Your Focus: Fifth-Year Workshop

This one-hour small-group coaching session was offered for the fifth-year associates to identify specific ways to get started on niche and industry marketing.

September 23, 2009: Deepening Client Relationships: The First Step? Obtaining Client Feedback

Featured: Linda LaBrie, President of LaBrie Consulting. Linda’s consulting practice is dedicated exclusively to helping her clients become market leaders and grow profitable, long-term client relationships. She offers extensive legal industry expertise – first, as the chief marketing professional for three large law firms and, since 2000, as a consultant specializing in Coaching, Client Interviews and Stakeholder Intelligence and Brand Building. Having conducted over 2500 face to face interviews with clients, Linda brings a deep understanding of client/buyer perceptions, needs, expectations and choices. Linda has worked with Fredrikson for the past three years and has an informed understanding of the firm and how we work with clients.

Finding opportunities to ask your clients for feedback and learning more about the client is important to continuing to deepen the relationship. The firm has been conducting formal client interviews since FY2003, but asking for feedback should be part of your ongoing relationship with the client. Through the formal Client Interview Program, 35 key clients have been interviewed, and in every case conducting the interview has provided valuable insights on how our clients view our work, our service, and our people. Our clients’ favorable impressions of the program are leading us to increase the number of interviews we conduct annually.

Even with the expanded program, we will not come close to reaching a significant number of our clients. We need your involvement in reaching out to clients to ensure that they are happy with our service, and to continue to build our knowledge of the client and their business goals. Relationships with clients and specifically “earning” a deep and secure relationship with clients, was a key focus of the thought-provoking officers’ retreat held with David Maister this past winter. Maister emphasized that face-to-face visits with clients is an important aspect. Further, conducting “client needs assessments” during onsite client visits is also a key element of the Flannery model.

This workshop prepared participants to visit clients “off-the-clock” to talk about the company, its business goals, as well as to obtain critical and candid performance feedback. The session covered how to ask for the meeting, preparing for the meeting, conducting the meeting, and developing a follow-up plan. The training built upon skills learned during the Maister and Flannery sessions, but attendance at the programs was not a prerequisite of attending this program. The skills obtained will help with client loyalty and retention, and they could even lead to expanded service offerings and increased fees.

February 17, 2009: “Do-It-Yourself” Client Feedback

Featured: Clare Scott, Director of Marketing and Client Services

You’ve heard that firm management conducts interviews with key clients, but your top client is on the smaller side. In this session, participants learned techniques to gain valuable feedback from clients regarding how you and other team members are doing and what business needs the client might have in coming months and years. The skills obtained will help with client loyalty and retention, and could even lead to expanded service offerings and increased fees.

February 11, 2009: Client Experience Orientation - Make-up Session

Featured: Sally Schmidt, President of Schmidt Marketing, Inc.

Fredrikson & Byron has a long history of providing superior client service. One way that we reinforce our strong commitment to client service is by asking each person who has joined the firm within the last year to participate in a small group workshop on client service. In this one-hour program, participants learned:

How well you understand what clients want from their law firm
The keys to client loyalty
The firm’s client service standards
How to manage your clients’ expectations (whether your clients are internal or external)

February 3, 2009: Client Experience Orientation - Attorneys/Paralegals

Featured: Sally Schmidt, President of Schmidt Marketing, Inc.

How well you understand what clients want from their law firm
The keys to client loyalty
The firm’s client service standards
How to manage your clients’ expectations (whether your clients are internal or external)

February 3, 2009: Client Experience Orientation - Support Staff

Featured: Sally Schmidt, President of Schmidt Marketing, Inc.

How well you understand what clients want from their law firm
The keys to client loyalty
The firm’s client service standards
How to manage your clients’ expectations (whether your clients are internal or external)

November 10, 2008: Professional Presence: Image, Communication, and Self-Branding

Featured: Anne Hensley is a Career Counselor with Saint Louis University School of Law where she has been for seventeen years. She has given 300+ Etiquette/ Professionalism and Myers-Briggs presentations to: large law firms, state and local bar associations, university law and business school students, undergraduate students, high school students, community businesses, religious groups, and social organizations.

A big part of forming successful relationships is the way that we present ourselves. Nonverbal skills, first impressions, electronic presence, social skills, and business etiquette all come together to form the image we project to our colleagues and clients. As the firm continues to focus on client service and relationship building, projecting a professional image is critical. This session helped participants increase the degree of connection in client relationships, helped to project confidence and competence in every business situation, and enhanced one’s competitive advantage.

October 23, 2008: Associate Rainmaking Panel Presentation

Featured: Harleigh Brown, Kara Fairbairn, and Nick Furia

Moderated by: Clare Scott

This Associate Rainmaking Panel featured Harleigh Brown, Kara Fairbairn, and Nick Furia and was moderated by Clare Scott. They discussed how they got their marketing and business development activities started, successes they have had, and mistakes they have learned from along the way.

September 19, 2008: Nurturing Referral Relationships

Featured: Linda LaBrie. Linda LaBrie launched LaBrie Consulting in 2000, following 27 years of executive management and leadership experience in legal marketing, financial services, and higher education, including holding the chief marketer position at two east coast law firms. Through LaBrie Consulting, Linda guides clients through a client and market-facing business planning model -- one that not only seeks to understand and define the relationship from the client’s perspective and experience, but to also identify the critical business and personal values that drive loyalty and satisfaction.

Why nurture your referral relationships? Because building and nurturing referral relationships is the most profitable and efficient marketing activity you can engage in.

Strong referral relationships offer the power of Word of Mouth. When you nurture referral relationships, they talk about it to their clients; their colleagues; their friends; their family – sharing the great professional service experience they enjoy with you. The clients you earn from strong referral relationships are more loyal and less price-sensitive. The business opportunities you are presented by the Word of Mouth from strong referral relationships are easier to close than other leads and usually are of much higher quality.

This informative and interactive luncheon program taught participants about the Best Practices in building and nurturing referral relationships.

September 11, 2008: Linked In and Social Networking: New Ways to Make and Maintain Connections

Featured: Nancy Warren, Access Services/Systems Librarian and Becky Klindt, Marketing Manager

You’ve probably heard of Linked In, Facebook, and MySpace, but what about JD Supra, LawLink or Ning? There are thousands of social networking websites available, but very few answers on how to use them effectively. In this session, Nancy and Becky showed some of the main social networking sites and examples of how attorneys and law firms are starting to use them. Participants also learned how social networking technology is starting to change the way people view and use the Internet, as well as learn a few helpful tips on managing your online profile and utilizing social networking sites.

May 5, 2008: “So, How Did You Build Your Practice?”: A Marketing Roundtable

Featured: Tom King, Mary Ranum, and Joe Sokolowski, Fredrikson & Byron P.A.

When it comes to building a practice, many of us probably wish there was a golden key that could simply open the door to the land of successful practices. In lieu of the golden key, three colleagues shared ideas on how to build the practice you want.

April 22, 2008: “Do-It-Yourself” Client Feedback

Featured: Clare Scott, Director of Marketing & Client Services

You’ve heard that firm management conducts interviews with key clients, but your top client is on the smaller side. This session taught how to conduct feedback on your own, learning techniques to gain valuable feedback from clients regarding how you and other team members are doing and what business needs the client might have in coming months and years. The skills obtained will help with client loyalty and retention, and could even lead to expanded service offerings and increased fees.

March 11, 2008: Client Experience Orientation – Attorneys and Paralegals

Speaker: Sally Schmidt, President of Schmidt Marketing, Inc.

Fredrikson & Byron has a long history of providing superior client service. One way that we reinforce our strong commitment to client service is by asking each person who has joined the firm within the last year to participate in a small group workshop on client service. In this one-hour program, participants learned:

How well you understand what clients want from their law firm
The keys to client loyalty
The firm’s client service standards
How to manage your clients’ expectations (whether your clients are internal or external)

March 10, 2008: Client Experience Orientation – Support Staff

Featured: Sally Schmidt, President of Schmidt Marketing, Inc.

Fredrikson & Byron has a long history of providing superior client service. One way that we reinforce our strong commitment to client service is by asking each person who has joined the firm within the last year to participate in a small group workshop on client service. In this one-hour program, participants learned:

How well you understand what clients want from their law firm
The keys to client loyalty
The firm’s client service standards
How to manage your clients’ expectations (whether your clients are internal or external)

February 20, 2008: Client Experience Orientation - Attorneys & Paralegals

Featured: Sally Schmidt, President of Schmidt Marketing, Inc.

How well you understand what clients want from their law firm
The keys to client loyalty
The firm’s client service standards
How to manage your clients’ expectations (whether your clients are internal or external)

February 19, 2008: Client Experience Orientation - Support Staff

How well you understand what clients want from their law firm
The keys to client loyalty
The firm’s client service standards
How to manage your clients’ expectations (whether your clients are internal or external)

January 24, 2008: Media Speak for Attorneys

Featured: Roshini Rajkumar, President of Roshini Multi Media. Professional, yet full of personality, Twin Cities native Roshini Rajkumar brings the experience of a journalist, the credentials of a licensed attorney, and the poise of a professional speaker to her consulting work. Roshini has covered all kinds of news and events, launched an investigative unit, and has hosted talk shows on television and radio. She currently is a part-time reporter for WCCO Radio. Her background includes work as a journalist, reporter and producer in TV in the Twin Cities, Detroit, Des Moines, and Fargo markets. Roshini is an Adjunct Professor at the University of Minnesota teaching Journalism, is a Licensed Attorney, and provides media consulting and coaching to a variety of professionals, including attorneys, through Roshini Multi-Media.

How many times have you seen someone appear nervous, bland, or unprepared in a media interview? How can you work authoritatively with reporters to create a positive marketing outcome for your practice? If a reporter contacts you, are you prepared to take advantage of the opportunity to showcase your expertise? With this program, an experienced media insider explained how to understand the media, prepare for interviews, and stay on message when faced with media attention. Whether you are being quoted in an article, on the radio, or on TV, this session ensured that your key message is being communicated correctly.

November 14, 2007: The Professional Edge

Featured: Sue Morem, President of Premier Presentation, Inc. Sue Morem, named a Women to Watch by the Minneapolis-St. Paul Business Journal, is President of Premier Presentation, Inc., a Minneapolis-based training and consulting firm. A leading expert on professionalism and a recognized career and workplace authority she is a sought-after speaker, a best-selling author, and an established business advice columnist.

A big part of forming successful relationships is the way that we present ourselves. Nonverbal skills, first impressions, electronic presence, wardrobe choices, social skills, and business etiquette all come together to form the image we project to our colleagues and clients. As the firm continues to focus on client service and relationship building, projecting a professional image is critical. This course taught an approach that increases the degree of connection in client relationships, helps you project confidence and competence in every business situation, and enhances your competitive advantage.

September 20, 2007: Finding Your Focus: Niche and Industry Marketing for Shareholders

Featured: Ross Fishman, Esq., President of Ross Fishman Marketing. Called “the creative mind behind a host of law firm campaigns that have redefined the field,” Ross has built brands for over fifty firms worldwide, and presented hundreds of programs to lawyers and marketers on five continents, from Toronto to Tobago. Ross has received countless awards, including the Legal Marketing Association’s (LMA) top honor, the optional “Best of Show” award, half of the eight times it has been presented. A former litigator and Marketing Partner, Ross is a Fellow of the College of Law Practice Management, and one of four marketers inducted into the LMA’s inaugural Hall of Fame.

Your marketing time is a precious commodity and a scattershot approach leads to frustrating inactivity. A laser focus can yield surprisingly fast results. Lawyers are pulled in too many directions to waste their limited marketing time on inefficient efforts. A little focus yields a lot of results, and becoming known as a niche or industry specialist is arguably the fastest route to significant client-development success. We don’t want you buried in the middle, we want you to stand out from the crowd of skilled lawyers competing for business. From the Bug Lawyers to the Beer Lawyer, for attorneys committed to client development, this simple, practical, results-oriented program showed exactly how to do it most efficiently. This entertaining and educational program has repeatedly been referred to as “the best marketing program ever,” by managing and marketing partners across the nation.

September 20, 2007: Finding Your Focus: Niche and Industry Marketing for Associates

September 20, 2007: Finding Your Focus: Fifth-Year Workshop

This one-hour small-group coaching session is for the fifth-year associates, and identified specific ways to get started marketing.

July 19, 2007: Women Making Rain: A Panel Discussion by Fredrikson Rainmakers

Panelists: Faye Knowles, Lora Mitchell Friedemann, and Sue Ann Nelson

Moderater: Stacy Rowe

The elements of building a successful practice are different across practices, and are often influenced by the individual attorney’s style, type of practice, and ideal client base. This panel discussion, sponsored by our Counsel for Women Group, included Fredrikson & Byron women shareholders who shared their experiences and tips for building successful practices. Panelists also shared their perspectives on how to market to women. Attendees were also invited to share their tips for the benefit of the group.

May 16, 2007: Spotlight On Service At Fredrikson & Byron: A Conversation With Past Susan J. Ahlquist Winners

Panel Members: Four Past Winners of the Award: Lynn Brunner, Senior Paralegal; Stephanie Davis, Legal Secretary; Dee Grausam, IT Support Manager; & Chris Munson, Legal Secretary

Moderated By: Stacy Rowe, Marketing Manager

The Susan J. Ahlquist Award is presented annually to an employee who exhibits the qualities that Susan brought to her relationships with co-workers and firm clients: outstanding performance, perseverance, dedication, loyalty, friendliness, a positive attitude, and a willingness to serve beyond the call of duty. In addition, Susan provided outstanding client service.

Through a discussion of working with both internal and external clients, our panelists shared tips and techniques for approaching each interaction with a client-service mindset. The program focused on providing excellent client service to internal and external clients, dealing with the inevitable challenges that face all of us, and striving to reach even higher levels of client service.

April 17, 2007: Counsel for Women Networking Training

Featured: Clare Scott, Director of Marketing and Client Services

This session will help you prepare for and follow up after marketing events, with particular focus on the Face to Face activities surrounding the NAWBO Annual Awards Gala and The Business Journal’s Women in Business awards. Clare will discuss preparation and follow-up activities, as well as helpful hints to consider during the events. These tips will increase your effectiveness in developing relationships with good potential clients and referral sources.

February 28, 2007: FBI Enforcement Against Counterfeit Goods & Software

Featured: Dean Chappel, III, FBI, Special Agent

FBI Special Agent Chappel and a colleague discussed the Bureau’s actions relating to counterfeit goods and software including: (a) FBI jurisdiction; (b) civil vs. criminal remedies; (c) investigations and actions; (d) war stories. A question and answer period followed.

February 26, 2007: Client Experience Orientation - Attorneys & Paralegals

Featured: Sally Schmidt, President of Schmidt Marketing, Inc.

How well you understand what clients want from their law firm
The keys to client loyalty
The firm’s client service standards
How to manage clients’ expectations (whether clients are internal or external)

February 26, 2007: Client Experience Orientation - Support Staff

Featured: Sally Schmidt, President of Schmidt Marketing, Inc.

How well you understand what clients want from their law firm
The keys to client loyalty
The firm’s client service standards
How to manage clients’ expectations (whether clients are internal or external)

February 13, 2007: Client Experience Orientation - Support Staff

Featured: Sally Schmidt, President of Schmidt Marketing, Inc.

What clients want from their law firm
The keys to client loyalty
The firm’s client service standards
How to manage clients’ expectations (whether clients are internal or external)

February 13, 2007: Client Experience Orientation - Attorneys & Paralegals

Featured: Sally Schmidt, President of Schmidt Marketing, Inc.

What clients want from their law firm
The keys to client loyalty
The firm’s client service standards
How to manage clients’ expectations (whether clients are internal or external)

January 10, 2007: 5 for 5 Senior Associate Marketing Program (Session 3 of 5): Five Sessions for Fifth Year Associates

Featured: Sally Schmidt, President of Schmidt Marketing, Inc. and a nationally-recognized consultant in the legal community.

It’s not enough for people to know who you are; they also need to know what you do. In this session, we focused on ways to build your credibility and the perception of your expertise.

In discussing activities like writing and speaking, we reviewed:

How to make better decisions about your activities; and,
How to make your end product (i.e., speech or article) more effective.

In this session, we discussed a credibility-enhancing activity in which you recently participated or plan to participate in the future.

December 13, 2006: Ethical Responsibilities of Lawyers Advising Corporate Clients From the Perspective of a Former General Counsel

Featured: Ron Lund. Ron served as Senior Vice President, General Counsel, and Secretary of Medtronic, Inc., from 1988 until he retired in 2000. He was asked to return to Medtronic in 2004 and served for one additional year. Between those times Ron served as General Counsel of the American Red Cross in Washington D.C. for one year and was engaged in private practice.

In view of the increasing number of cases of corporate wrongdoing and the impact on the corporation, its employees and shareholders, Ron explored the duty of the general counsel and the lawyers assisting the general counsel in dealing with such cases in their early stages. General counsels are in great jeopardy if they fail to fulfill the role that society imposes upon them. Lawyers reporting to the general counsel and outside lawyers who advise the inside staff have a critical role in these cases.

December 4, 2006: Establishing, Estimating, and Discussing Legal Fees: From Budget to Bill

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Featured: Sally Schmidt, President of Schmidt Marketing, Inc. and a nationally-recognized consultant in the legal community.

Budgeting for your services and billing for your time have become critical factors in the relationship between clients and their lawyers. A recent survey of the members of the Association of Corporate Counsel (ACC) revealed that more than three-quarters of the respondents require budgets from outside counsel for at least some of their legal work.

Billing should be seen as a critical marketing and client service tool. This session focused on the importance of good communications with clients about fees and billing, reviewed the pros and cons of various pricing and billing techniques, presented tips on budgeting for your services, and reviewed ways to discuss, clarify, and confirm your fees in order to avoid surprises.

November 15, 2006: Associate Rainmaking Panel Presentation

Panelists: Gulzar Babaeva, Crystal Patterson and Cameron Seybolt
Moderator: Clare Scott

Your peers shared how they have gotten their marketing and business development activities started, successes they have had, and mistakes they have learned from along the way.

October 31, 2006: 5 for 5 Senior Associate Marketing Program (Session 2 of 5): Five Sessions for Fifth Year Associates

Featured: Sally Schmidt, President of Schmidt Marketing, Inc. and a nationally-recognized consultant in the legal community.

The second session in our series of programs for fifth-year associates focused on your contacts. In a firm like ours, business development comes down to relationships; perhaps the most important thing you can do to support your business development efforts is to organize your contacts.

In this session, we discussed:

How to organize and keep track of people you know.
How to determine whether your contacts are good prospects for business (directly or through referrals).
Establishing priorities for contact.
Ways to follow up and stay in touch.

October 26, 2006: Professional Presence: Image, Communication, and Self-Branding (Associates)

Featured: Rebecca Bradley, Senior Consultant, Bixler Consulting Group. Rebecca Bradley is a Senior Consultant for Bixler Consulting Group and a Master Certified Coach with the International Coach Federation. For the past 18 years she has provided leadership and team development, facilitation, and coaching skills training for Fortune 500 companies in various industries. Ms. Bradley’s Executive Coaching specialties include leadership presence, relationship management, credibility, communication, increasing impact, team leadership, and change mastery.

A big part of forming successful relationships is the way that we present ourselves. Nonverbal skills, first impressions, electronic presence, wardrobe choices, social skills, and business etiquette all come together to form the image we project to our colleagues and clients. As the firm continues to focus on client service and relationship building, projecting a professional image is critical. Rebecca taught an approach that increases the degree of connection in client relationships, helps you project confidence and competence in every business situation, and enhances your competitive advantage.

October 26, 2006: Professional Presence: Image, Communication, and Self-Branding (Shareholders)

A big part of forming successful relationships is the way that we present ourselves. Nonverbal skills, first impressions, electronic presence, wardrobe choices, social skills, and business etiquette all come together to form the image we project to our colleagues and clients. As the firm continues to focus on client service and relationship building, projecting a professional image is critical. Rebecca taught an approach that increases the degree of connection in client relationships, helps you project confidence and competence in every business situation, and enhances your competitive advantage.

September 28, 2006: Billing Do’s and Don’ts Panel Discussion

Panelists: John Lundquist: Practice Quality Committee, Member; White Collar & Regulatory Defense Group, Chair
Dave Marshall: Litigation Group, Co-Chair
Sue Ann Nelson: Business Organization & Tax Planning Group, Shareholder
Barb Terhurne: Financial Applications Manager
Moderated by Clare Scott, Director of Marketing and Client Services

Bills provide an added opportunity for us to show our value to clients, and they are also the one consistent monthly, written communication our clients receive. Many lawyers miss (or overlook) the opportunity to use the bill as a client service opportunity. This panel discussion shared the best practices for determining your clients’ billing preferences, describing your services, and organizing the bill, as well as discussing confidentiality and ethical issues.

August 31, 2006: 5 for 5 Senior Associate Marketing Program (Session 1 of 5): Five Sessions for Fifth Year Associates

Featured: Sally Schmidt, President of Schmidt Marketing, Inc. and a nationally-recognized consultant in the legal community.

This session was the first of five sessions in the series. Topics included:

Introduction to the importance of building relationships internally
Introduction to marketing plans
Importance of a niche or focus for marketing purposes
Importance of bios and what information clients expect to see in bios

August 23 and 29, 2006: Effective Presentation Skills Workshop

Featured: Jean King. Jean King is a communications consultant coaching individuals across the country. Prior to forming her company Communi-King in 1981, she held a variety of government positions including serving as the executive assistant to the Governor of Minnesota and as a speechwriter to numerous public officials.

The focus of this session was to enhance individual speaking styles. The session helped participants:

plan and organize content
deliver an effective presentation
design and use visual aids

Participants brought a presentation they had recently given, together with any visual aids used, and gave the introduction and four minutes of the actual presentation.

June 27, 2006: FredKnows Food Industry Panel Discussion

Featured: Mark Allison, President, Haug Enterprises, Inc. (owns and operates several Cub Foods stores)
Mark M. Haugen, Chef/Co-Owner, Cuisine Concepts, LLC (owns and operates Franklin Street Bakery, Tejas, and Bar Abilene)
Christopher P. Thorpe, Vice President of Financial Services, Kemps LLC (leading producer of branded dairy products)

Moderated by Clare Scott

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This was a panel discussion featuring clients from three segments of the food industry: grocery, food manufacturing, and restaurant/bakery. Our panelists discussed their businesses, industry trends, challenges or opportunities they see for their companies or industries, external factors that impact their sales, as well as perspectives on other areas to better understand the food industry.

June 22, 2006: Partnering With Your Assistant Workshop (New Pairs)

Featured: Sally Schmidt, President of Schmidt Marketing, Inc. and a nationally-recognized consultant in the legal community.

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Whether you and your secretary have worked together for a short time or for many years, there are probably areas of your working relationship that would benefit from exploration of the question, “What could we be doing differently?” This was a hands-on workshop that helped uncover and work on areas of your relationship that may be holding you back from providing exceptional service to clients 100% of the time, while at the same time enjoying working together.

June 21, 2006: Partnering With Your Assistant Workshop (Seasoned Pairs)

Featured: Sally Schmidt, President of Schmidt Marketing, Inc. and a nationally-recognized consultant in the legal community.

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May 30, 2006: Making Better Decisions About Marketing and Producing Better Results
Session 5: Reporting on Action Steps and Efforts

Featured: Sally Schmidt, President of Schmidt Marketing, Inc. and a nationally-recognized consultant in the legal community.

Participants reported on their progress over a two-month period, and Sally, Stacy, and other participants provided feedback and comments.

May 25, 2006: Courting New Clients and Networking with a Purpose

Featured: Mark Maraia of Maraia & Associates, Inc. Mark Maraia is the author of the book, “Rainmaking Made Simple” and is President of Maraia & Associates, Inc., a practice development coaching firm dedicated to developing the skills of lawyers throughout North America and Australia. He is a Colorado attorney who has expertise as a commercial litigator and as in-house corporate counsel for a Denver-based brokerage firm. In 1990, he established Maraia & Associates, Inc. Mark has coached thousands of lawyers, accountants, and other professionals on how to develop selling and networking skills. He is an Adjunct Professor of Law at the University of Denver College of Law, where he teaches lawyers-to-be the “people skills” they will need after they pass the bar exam.

Many of you have strong networks of contacts and invest time in marketing activities, but are you getting the best return on your investment of time? This session provided a framework, called the “Maraia Method,” and effective tools to help you improve your success rate with each of your marketing activities. The session covered two main areas: Courting New Clients and Networking With a Purpose.

Courting New Clients: Techniques used by great rainmakers to develop strong business relationships; Three things you should do in preparation for a marketing meeting; Eight factors that influence prospective clients to hire you; How to market internally to your partners to get new work; How to avoid “Random Acts of Lunch”; How to talk business with friends and social acquaintances; How to keep score in any marketing situation; How to become a master networker in a way that is comfortable for you; Tools for starting conversations, developing rapport and identifying needs; and How to make marketing an everyday activity.

Networking With A Purpose: How to get more of the work you love to do; Learning which groups you should join to build your network; How to shift a social conversation with friends into a business discussion; How to answer the question “What do you do?” in a way which triggers an enthusiastic dialogue; How to approach people you don’t know in a comfortable way; How to ease your discomfort when working the room; How to measure success after any group event; How to avoid superficial conversations; How to engage in high energy conversations; The six high energy questions that will jump start any conversation; and How to break away from people who are not promising clients.

March 20, 2006: Making Better Decisions About Marketing and Producing Better Results
Session 4: Presenting Individual Marketing Plans

Featured: Sally Schmidt, President of Schmidt Marketing, Inc. and a nationally-recognized consultant in the legal community.

Participants reported on selected parts of their individual plans, and Sally, Stacy Rowe and other participants provided feedback and comments. Prior to this session, Stacy met with each individual to complete (or update) a marketing plan. Each participant identified a couple of things in his or her plan to share at the group meeting.

March 14, 2006: New Frontiers in Client Relationship Management for Shareholders

Featured: Terri Pepper Gavulic, a senior consultant with Hildebrandt International. She co-leads the firm’s Client Relationship and Team Development Practice, and leads the marketing practice. She provides strategic and tactical counsel to professional services organizations, with a special focus on law firms. More than eleven years of Ms Gavulic’s 25-year career were spent as an in-house law firm client services and marketing director in Atlanta, Georgia. She has pioneered many initiatives in the law firm environment, which shaped her personal philosophy that you need to understand each client so deeply, that the delivery of professional services is completely aligned with the client’s business goals. Ms. Gavulic speaks frequently to professional groups and associations and works with Boards of Directors and management committees, practice groups, marketing staff, and individual attorneys on client relationship strategies (including feedback and client teams), strategic marketing planning and positioning, personal coaching, and marketing staffing and support analyses. Managing client relationships is a particular area of focus for Ms. Gavulic.

The legal industry is dramatically changing, and more than ever, we need to manage and expand our relationships with our current clients using a client driven model. This program provided you with new insights into managing your significant client relationships with the goals of increasing client loyalty, identifying and adding value to clients, expanding and cross-selling existing clients, becoming trusted advisors, fostering profitability, and improving competitiveness. It provided you with an overall understanding of the competitive marketplace for legal services and what clients seek and value from legal providers, and most importantly specific tactics and techniques for managing relationships.

March 14, 2006: New Frontiers in Client Relationship Management for Associates

February 16, 2006: Partnering With Your Assistant (or Supervisor) Panel Discussion

Featured: Clare Scott, Moderator; Ann Ladd/Jill Beckman Ray; David Lillehaug/Ramona Zamora; Dave Grorud/Marcia Flint; Diane Heney/Bonnie Eichers

FredKnows Logo

Teaming up with colleagues to serve clients would be easy if we could read minds:

What are the client’s expectations?
How would the lawyer like this handled?
How long will it take the assistant to finish the project?

And, in fact, some teams within the firm do almost seem to have a sixth sense about each other. But as you explore their relationships, you learn that it’s much more about communication than extra sensory perception.

Fredrikson & Byron is fortunate to have very experienced, dedicated, and client-oriented lawyers and staff. Still, there is always room for improvement, especially when it results in better service to clients.

In connection with our FredKnows “Partnering with Your Assistant” theme, we scheduled this special workshop to emphasize the importance of teamwork. To enlighten us, we rounded up four “pairs” of attorneys, paralegals, and secretaries who do a particularly good job of working together to serve clients. They served on a panel and shared their insights on client relationships, communication protocols, and working as a team.

January 23, 2006: Making Better Decisions About Marketing and Producing Better Results
Session 3: Developing an Effective Individual Marketing Plan

Featured: Sally Schmidt, President of Schmidt Marketing, Inc. and a nationally-recognized consultant in the legal community.

Having a good plan is a key to marketing success. In this session, we discussed the qualities of a good individual marketing plan, how to define your goals and objectives, and the kind of specificity that will lead to results.

November 28, 2005: Making Better Decisions About Marketing and Producing Better Results
Session 2: Making Good Decisions About Marketing Strategies

Featured: Sally Schmidt, President of Schmidt Marketing, Inc. and a nationally-recognized consultant in the legal community.

Most lawyers know they should be doing something to market, so when someone asks you to write an article or give a speech, it’s easy to say “yes.” But is that a good use of your time? In this session, we discussed the questions that should be answered before undertaking any marketing strategy or activity.

October 27, 2005: Professional Presence: Image, Communication, and Self-Branding

Featured: Lisa Dugan, Executive Vice President of The Professional Image, Inc. Lisa and her company have delivered seminars, workshops, and executive coaching sessions to over 1500 clients. Lisa is a co-author of the best selling book, “Take Action! 18 Proven Strategies for Advancing in Today’s Changing Business World.”

A big part of forming successful relationships is the way that we present ourselves. Nonverbal skills, first impressions, electronic presence, wardrobe choices, social skills, and business etiquette all come together to form the image we project to our colleagues and clients. As the firm continues to focus on client service and relationship building, projecting a professional image is critical. Participants learned an approach that increases the degree of connection in client relationships, helped project confidence and competence in every business situation, and enhanced one’s competitive advantage.

September 29, 2005: Malcolm Baldrige Performance Excellence: One Organization’s Story of Service Excellence

Featured: Shashi Madhok is the Assistant Vice President, Quality Outcomes for Robert Wood Johnson University Hospital Hamilton, a 2004 Malcolm Baldrige National Quality Award recipient. She is responsible for leading and managing the Performance Improvement, Medical Records, Case Management, Infection Control and Quality Outcomes Departments. Ms. Madhok is a Malcolm Baldrige Examiner and Quality New Jersey State Baldrige Examiner. She serves on the Advisory Committee of Quality New Jersey and is a member of the National Quality Forum.

Each year the President of the United States awards the Malcolm Baldrige Award to select companies that are judged to be outstanding in key areas of organizational performance, including customer service. This presentation was designed for both attorneys and support staff. Ms. Madhok provided an overview of the Malcolm Baldrige award and criteria, focusing primarily on the customer and market focus criteria. She highlighted programs and other resources her organization uses to support their staff in providing exceptional customer service to their patients. Ms. Madhok discussed the impact each member of an organization has on the client’s experience and the importance of continually looking at ways for improving your interaction.

September 27-29, 2005: Client Development and Relationship Management Workshop

Featured: William J. Flannery, Jr., J.D., President of The WJF Institute.

This was a comprehensive 2-1/2 day client development and relationship management training session that covers preparing and responding to RFPs with a client-centered approach, developing and participating in client service teams, and creating more profitable relationships with clients.

September 27, 2005: Client Development and Relationship Management Training for Secretaries

Featured: Linda Fleming, J.D. Linda is a senior instructor for the WJF Institute. In addition to practicing law in both the public and private sector, Linda’s background includes more than 12 years’ experience in marketing and business development. The Institute’s primary focus is client development and client relationship management, law firm marketing, and marketing support programs.

Who Should Attend: Secretaries of attorneys who have attended the 2-1/2 day comprehensive training session presented by Bill Flannery, President of the WJF Institute.

Many of you have probably heard references to “Flannery,” “WJF,” or “The 33 Questions.” Bill Flannery, President of the WJF Institute, has conducted in-depth client development and relationship management training courses during the past two summers at Fredrikson & Byron. 50 Shareholders have completed the training to date.

This training, “Client Development and Relationship Management Training for Secretaries,” provided a high-level overview of the 2-1/2 day session the attorneys attended. It included training on client development techniques, as well as training on how to support the attorneys’ client development and relationship management activities, from daily interactions with clients to responding to requests for proposals (or informal requests for information).

September 21, 2005: Making Better Decisions About Marketing and Producing Better Results
Session 1: What Do You Have to Market? Focusing Your Marketing Activities

Featured: Sally Schmidt, President of Schmidt Marketing, Inc. and a nationally-recognized consultant in the legal community.

It’s difficult to differentiate yourself as a “corporate lawyer,” a “litigator,” or even an “IP lawyer” -- particularly for associates. This session focused on why it’s important to define a niche or skill set for marketing purposes; how clients make decisions when hiring counsel; and how different practices might be defined for marketing purposes.

August 4, August 25, and September 8, 2005: Maintaining & Expanding Client Relationships, a Flannery 3-Part Refresher Training

Featured: Clare Scott, Director of Marketing and Client Services, Stacy Rowe, Marketing Manager

The Flannery refresher training, “Maintaining & Expanding Client Relationships,” was presented across three, 1 hour sessions and provided attendees with the opportunity to try out client relationship development techniques with actual current clients.

The series was limited to six attorneys who have completed the 2½ day comprehensive Flannery client development and relationship management training session. Each attorney chose a client to focus on throughout the series. Following each session, attendees were given a list of action steps to complete prior to the next training session and were offered an individual coaching session to help facilitate the completion of items.

July 21, 2005: Attorney Panel Discussion: Building a Successful Practice

Featured: Emily Duke, Fredrikson & Byron Shareholder (Litigation Group); Patrick Kelly, Fredrikson & Byron Shareholder (International Group); Tom King, Fredrikson & Byron Shareholder (Corporate and Securities Groups); Melodie Rose, Fredrikson & Byron Shareholder (Corporate and Securities Groups)

The elements of building a successful practice are different across practices, and are often influenced by the individual attorney’s style and type of practice. Four Fredrikson & Byron shareholders conducted a panel discussion about their experiences with building successful practices.

May 24, 2005: An Inside Perspective on Client Service

What does excellent client service entail? How do you set yourself apart from other service providers? Who better to answer these questions than YOUR CLIENTS! A panel discussion featured a few of our clients who gave us their perspectives on what extraordinary client service means to them.

May 11, 2005: Leadership

Featured: Dave Metzen, Chairman of the Board of Regents of the University of Minnesota, board member of American Bank of St. Paul, leadership consultant, and former U of M hockey player. Dave spoke on how you can distinguish yourself as a leader.

November 4, 2004: Presentation and Communication Skills

Featured: Barbara Miller, Barbara B. Miller Communication

Nationally-known, speaking consultant, Barbara B. Miller, spoke at a few Fredrikson University sessions on Thursday, November 4, 2004. A breakdown of the sessions is included below.

Effective Communication Skills
A large part of our day is spent communicating � whether it’s providing advice to clients, asking your secretary to help draft a letter, or simply talking to a family member about what to make for dinner. All of your daily interactions rely on your ability to communicate. In this session, Barbara will cover the skills that you need to become an effective communicator: increasing your sensory awareness, understanding communication styles, building rapport and trust, and managing your nerves. These skills play an important role in many situations ranging from making informal across-the-table presentations that have positive outcomes to building rapport with other attorneys so that they will have the trust they need to feel comfortable cross-selling your services to their clients.
Delivering High Impact Presentations
If the words �public speaking� send shivers down your spine then this course is a must attend! The course will provide you with skills that will give you the comfort and confidence required to enjoy doing seminar presentations and client pitches. Topics covered include everything from preparing for the presentation, developing a relationship with the audience, and managing your nerves to managing your message, using visual aids, and handling questions or objections.
Small Group Presentation Training
This hands-on course builds on the session, �Delivering High Impact Presentations� and will give you the opportunity to apply your newfound skills in a small group setting. Participants will be videotaped giving a ten minute prepared client pitch or seminar presentation that they’ve either done or are planning to do. After viewing the presentations, Barbara and the group provided constructive feedback.

April 27, 2004: Networking that Works

Featured: Wendy Nemitz, Ingenuity Marketing Group

WHY Set the Right Expectations and Do Your Research Before Attending an Event.
HOW to Develop Guerilla Skills: Working the room productively, knowing how to introduce yourself, shake hands well, trade business cards smoothly, and get out of unproductive conversations.
WHERE to Network: By understanding your own personal connection style, you can find opportunities that are fun, comfortable, and productive.
WHAT Makes Productive Relationships: How to transition introductions into referral sources and clients.
WHO Can Help You Set Up Systems to Leverage Your Networking Time.

January 7, 2003: Presentation Skills

Featured: Jean King, Communi-King

Topics included analyzing audiences, delivering an effective presentation, handling notes, using a podium, and managing nervousness.

General Firm

July 28, 2011: Fitness For a Busy Lifestyle

Featured: Lynda Binius Enright, M.S., R.D., L.D., Be Well Nutrition Consulting. Lynda B. Enright is a Registered Dietician and member of the American Dietetic Association. Lynda received her Master of Science degree in nutrition from the University of Minnesota and a Certificate of training in adult weight management from the American Dietetic Association. She has dedicated her time to teaching nutrition for healthy living. She has worked in clinical dietetics in short-term, sub-acute and long-term care. Lynda currently provides nutrition counseling for weight loss, disease prevention and treatment to individuals and groups in community programs, fitness centers, and as part of corporate wellness programs.

Fitness For a Busy LifeStyle – Do you feel that the commitments of work, home, family and friends doesn't leave much time for physical activity? We all know that fitness should be part of our lives but how do we make it fit in? This class covered three components of physical fitness and how to make fitness part of your life every day whether you have 5 minutes or 60 minutes. Participants learned options for exercise at home or at a fitness center and how to choose a personal trainer.

July 25, 2011: Using Pro Bono to Build Your Practice

Featured: Tom Fraser and Pat Kelly

Tom Fraser and Pat Kelly gave a presentation on the practice-building benefits of doing corporate pro bono work. Besides the opportunity to build substantive skills and learn to manage client relationships, there was also a discussion about the potential for no-fee or low-fee clients to become full-fee-paying clients and the potential for networking and referrals that pro bono work offers.

June 28, 2011: Patent Indemnification Provisions

Strafford Webinar

Featured: Ira A. Schreger, Partner, Vinson & Elkins, New York, and additional faculty to be announced

Indemnification provisions are a critical, but often overlooked, part of any patent agreement. Effective drafting and negotiation of indemnification provisions are key to protecting business interests and minimizing litigation costs. Many businesses use their leverage to require indemnification provisions in vendor contracts that include detailed specifications to limit the vendor’s ability to design away from certain technology and then seek indemnification. Vendors must develop strategies to minimize their risks.

Parties must carefully consider the scope of liability covered by the indemnification obligation, as well as liability triggers and indemnification of third parties, when negotiating the contract terms. An authoritative panel of patent attorneys provided a detailed briefing on patent indemnity provisions, alternatives to patent indemnity, and potential pitfalls when drafting and negotiating indemnification clauses. The panel outlined strategies to avoid paying unnecessary patent litigation fees while ensuring the company’s interests are protected.

June 23, 2011: Ethics Update

Featured: Megan Engelhardt, Assistant Director, Minnesota Office of Lawyers Professional Responsibility. Ms. Engelhardt’s responsibilities include the investigation and prosecution of complaints of unprofessional conduct against Minnesota lawyers, recommending file dispositions to Director, screening of complaints received by Director, and drafting briefs, admonitions, panel and Supreme Court pleadings. She has been an Assistant Director with the Minnesota Office of Lawyers Professional Responsibility since December 2007. Ms. Engelhardt received her B.A. from Michigan State University in 2000 and her J.D. from William Mitchell College of Law in 2003. Before coming to the OLPR, Ms. Engelhardt clerked for the Honorable Mark A. Munger in Duluth, Minnesota and was a staff attorney for Indian Legal Assistance in Duluth, Minnesota where she provided representation to low-income clients in criminal, child protection, and family matters.

Ms. Engelhardt presented an overview of ethical rules and issues for paralegals, including:

Professional Conduct & Client Confidentiality
Unauthorized Practice of Law
Dealings With Judges & Juries and much, much more.
There will be plenty of time for questions and answers. Please join us for this important session.

June 14, 2011: Conflicts in Patent Prosecution: Avoiding the Ethical Pitfalls

Featured: Stephen T. Schreiner, Partner, Goodwin Procter, Washington, D.C. and Dr. Sandra P. Thompson, Shareholder, Buchalter Nemer, Irvine, Calif.

Counsel and law firms involved in patent prosecution must carefully evaluate client representations to avoid conflicts that could jeopardize clients’ rights, breach fiduciary duties, and violate PTO rules, Model Rules and state legal ethics rules. Conflicts arise when patent attorneys move between firms—or when they develop knowledge in particular areas and seek more clients in those areas. Counsel must take steps to minimize the risk of using knowledge from one client’s application when preparing an application for another.

Patent prosecutors must identify and address risks related to subject matter, client confidentiality, and other difficult situations such as employers and inventors with adverse interests. An authoritative panel of IP counsel examined the conflicts issues that arise in patent prosecutions and outlined best practices on how to identify, address and minimize the potential risks and liability of such conflicts.

May 26, 2011: Law & Literature: Ethics

Judge Baland presented a 3-hour program that will involve literature-based discussions.

Attendees were required to read at least two stories in advance of the presentation. The discussion during the program provided participants with an enhanced understanding and appreciation of their responsibilities as attorneys when it comes to ethics and professionalism in the profession. In addition, the program involved a facilitated discussion and thoughtful exploration by participants on a number of topics which bear on attorney speech, advice and behavior.

May 26, 2011: Law & Literature: Elimination of Bias

Judge Baland presented a 2-hour program that will involve literature-based discussions.

Attendees were required to read at least two stories in advance of the presentation. The discussion during the program provided participants with an enhanced understanding and appreciation of their responsibilities as attorneys when it comes to racial fairness, deciding responsibilities, etc. In addition, the program involved a facilitated discussion and thoughtful exploration by participants on a number of topics which bear on the racial sensitivity of attorney speech, advice and behavior.

May 4, 2011: Office Yoga

Featured: Jenn Nelsen - Jenn has been a wellness educator and a certified yoga instructor since 2005. As a member of the Yoga Alliance, she continually participates in continuing education workshops/trainings aimed to reduce stress amongst various populations. She also incorporates Yogic philosophy as an alternative tool within the educational field, where she holds a B.S. in Special Education. She thoroughly enjoys bringing stress management to the workplace and sharing its benefits. Your will enjoy her realistic and multi-faceted approach to stress management, while participating in some invigorating, hands-on activities!

Do you sit at a desk for long stretches at a time? Do you feel like you shrunk a few inches after a long day on the job? Are you feeling less flexible than you did as a teen? Are headaches becoming more common for you? Stop and reverse all of this! By adding simple yoga movements and breathing techniques you can get your body feeling great again. This was a very participatory seminar!

April 25, 2011: Minnesota Legal Services Delivery System & Justice Gap CLE

Featured: Bridget Gernander, Legal Services Grant Program Manager at the Minnesota Supreme Court, focuses on legal services funding through the Legal Services Advisory Committee (LSAC) and statewide access to justice policy issues through the Legal Services Planning Committee. Ms. Gernander graduated from the University of Minnesota Law School in 1999. Before coming to work at the Minnesota Supreme Court, she was a Staff Attorney at the Minnesota Justice Foundation.

The number of people living in poverty in Minnesota is increasing at the same time that availability of legal services to low-income people is decreasing. This CLE provided an overview of the statewide legal services delivery system and describe the growing gap between legal needs and available assistance. Topics discussed included the demographics of poverty in Minnesota, with disproportionate numbers of women and people of color living in poverty, as well as innovations that are working to address client needs despite shrinking resources.

April 18, 2011: When Values Clash: Understanding the Values Frameworks of a Multi-Generational Workforce

University of St. Thomas, Center for Ethical Business Culture Webinar

Featured: Ron James - President and Chief Executive Officer, Center for Ethical Business Culture, University of St. Thomas; Tina Decker - Vice President of HR Global Culture & Organizational Capabilities, Best Buy; and Philomena Morrissey Satre - Strategy Consultant and Vice President of Diversity & Inclusion, Wells Fargo

With four generations in the workplace, flatter organizations, and greater utilization of virtual teams that work across the organization, there will be clashes. How does one lead in this environment? How do you ensure your culture embraces and respects the generational differences while remaining true to your organization’s values?

The panel explored the challenges today’s business executives face as they manage a multi-generational workforce that includes Traditionalists (b. 1922–1945), Baby Boomers (b. 1946–1964), Generation X (b. 1965–1980) and Millennials (b. 1981-2000). Each of these generations has its own values and ethics frameworks, work preferences, needs and behaviors. Companies that create a culture that embraces and leverages the dynamics of a multigenerational workplace will have a competitive advantage. The panel covered the following topics:

differences in the values of multiple generations at work
the styles of learning and communicating of each generation
how leaders can turn conflicts into opportunity
what’s on the horizon in the next 12-24 months
what companies can do to increase knowledge and move towards solutions

March 30, 2011: Guide to the Minority, Disadvantaged and Women Business Enterprise Certification Process

Featured: Dale White. Dale is a business consultant who works extensively with small companies seeking MBE, DBE or WBE certification. After working as a business development specialist for The Neighborhood Institute (TNI) in Chicago, Illinois, Dale started his own consulting business in 1994. His business specializes in debt and equity financial packaging, management consulting, start-up business training, and on-site contractual management services for nonprofit community economic development corporations. Currently Dale is a board member of LegalCORPS, a pro bono legal service provider based in Minneapolis; and the chairman of the Economic Development Committee for the Minneapolis Consortium of Community Developers.

Many governmental agencies have developed hiring goals in an effort to provide economic opportunities to businesses that are owned by minorities, disabled persons or women. Companies that wish to apply for work with agencies must go through a certification process, with each designation having its own requirements. This session provided an overview of the different designations and requirements, and walked through the application process.

March 22, 2011: Difficult Conversations: How to Discuss What Matters Most

Featured: Janene Massaros, Working Family Resource Center & Southern Metropolitan Mediation Services. Ms. Massaros is the sole proprietor of Southern Metropolitan Mediation Services. She is a graduate of William Mitchell College of Law, and holds an undergraduate degree in Social Work with an emphasis in communications, family relationship dynamics and community education. She is qualified as a neutral by the Minnesota Supreme Court on both the civil and family rosters under Rule 114 of the Minnesota General Rules of Practice. Ms. Massaros has presented to a number of community groups, businesses and organizations on the topic of mediation and communication and in schools in the area of conflict resolution skills. She comes to us through the Working Family Resource Center.

Based on research from the Harvard Negotiation Project, this session provided participants with a step-by-step approach for managing their toughest conversations with less stress and more success. The session focused on preparation, avoiding defensiveness, and keeping conversations constructive and focused on the issues. Participants explored the structure of conversation, learned how to manage emotions, and identified assumptions that keep us stuck.

March 1, 2011: Patent Infringement: Calculating Royalty Damages in a Post-Uniloc World

Strafford Webinar

The Court of Appeals for the Federal Circuit is not waiting for Congress to initiate patent reform. In several recent decisions, Federal Circuit judges give a clearer picture of what is needed to establish damages for patent infringement. In Uniloc v. Microsoft, the Federal Circuit ruled that the widely-used 25 percent rule of thumb “is a fundamentally flawed tool for determining a baseline royalty rate in a hypothetical negotiation” and “inadmissible under Daubert and the Federal Rules of Evidence.”

In addition, the CAFC addressed the much discussed “entire market value rule” (EMVR), cautioning against “the danger of admitting consideration of the entire market value where the patented component does not create the basis for customer demand.” Other recent Federal Circuit decisions, Lucent v. Gateway, Cornell v. HP, i4i v. Microsoft, IP Innovation v Red Hat and ResQnet v Lansa, emphasize the importance of isolating the contribution of the patented technology in the determination of reasonable royalty damages.

These decisions effectively raise the evidentiary standards required for the determination of patent damages. As a result, successful patent holders increasingly are required to present evidence that is tied specifically to the facts of the case, rather than rely upon industry averages or rules of thumb. The panelists, recruited from the country’s top law firms, have developed this program to provide a detailed examination of the Uniloc and other recent decisions, their impact on patent damages law, and what the findings mean for patent holders, accused infringers and their counsel. They also discussed economic and financial tools available to practitioners in estimating reasonable royalty damages with a particular emphasis on EMVR and apportionment. The panel reviewed these and other key questions:

What mandatory conditions must be met for applying the entire market value rule?
What guidance does the Uniloc ruling and other recent decisions offer for proving patent damages?
How have the recent decisions effectively raised the evidentiary standards for the determination of patent damages?

February 24, 2011: Working With Low-Income Clients: Focusing on the Implications of Poverty in Practice

An attorney’s success in achieving a client’s goals starts with creating a good attorney/client relationship. However experienced an attorney may be in working with paying clients, the process of establishing trust and mutually-understood expectations with pro bono clients can present some unexpected challenges. This seminar explored some of these challenges, including unshared assumptions, communication difficulties, and logistics of making and keeping appointments through a video and discussion.

February 16 & February 18, 2011: How to Access State Court Dockets

Featured: Sheri Brenden, Research/Training Librarian

Participants searched the online Minnesota Court Information System to find new cases filed and litigation involving parties that interested them. They discovered useful search tactics and learned the limitations of the court system’s free access. Sheri also covered:

How to find out whether a person or business has been involved in previous litigation
How to identify court documents you may wish to obtain

February 10, 2011: Emotional Intelligence: Street Smarts for Success

Featured: Karl Mulle, M. Div., MACP, Consultant. Karl graduated from Cornell University with a Bachelor&r